


Change

by Archive (Sam_Bar14)



Category: Mass Effect - Various Authors
Language: English
Status: In-Progress
Published: 2018-12-22
Updated: 2018-12-21
Packaged: 2019-09-02 19:29:25
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 2
Words: 36,661
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16793311
Author URL: https://archiveofourown.org/users/Sam_Bar14/pseuds/Archive
Summary: Not my work, I just found it on an obsolete website and don't want it to be lost due to a shutdown. I assume it was written a while back, since I can't find the author elsewhere, but I could be wrong. I try to edit mistakes when updating. Very graphic, turn back now.





	1. Chapter 1

This story does not have any plot. It's just a bunch of smut scenes. ONLY FOR MATURE READERS

I don't find many F/M MaleShep stores on here, but I found this one once upon a time on a different site. That site went down one day for maintenance, and it got me thinking. I don't know the original author, but I don't want it to get lost as it's good for a simple sex story. There's not any plot, and it only loosely follows canon- basically just the characters. Shep lives (reconstructed) after ME3, everyone else does, too, but with a huge sex drive. Personalities are different, too- again, only very loosely canon.

Silversun Fun

Commander John Shepard was uncomfortable if he didn't get his balls emptied at least twice a day. After doctors fixed his nearly broken body from the Battle for Earth, he had been insatiable. But it wasn't easy to find a suitable place to beat his meat in privacy and comfort. He was painfully aware that he made a lot of noise - moaning and panting and grunting - when he was jacking off, especially when he started to cum. That made it nearly impossible to get any comfort during work, and his own apartment had too thin of walls; he had heard his neighbors laughing at various times and knew that could hear him, too. He tried to slip in hand-jobs in at odd hours of the day and night, but it was frustrating to have to be quiet and jack off in silence, instead of pounding his prick with the enthusiastic vigor that he preferred.

Also, when he shot his wad, his cum-load sprayed out all over the place, and the marine wasn't keen on the idea of some random guy finding neglected globs of jism pooled somewhere.

Yet, even if Shepard had enough willpower to forego playing with his cock after the war, it would have been worse, if anything. For then he knew that he would have wet dreams, every night and maybe even cream his pants through the day, which would leave more incriminating evidence than when he drained off his balls willfully and scourged the results.

Then, in the middle of another long day, he remembered the swanky apartment Admiral David Anderson had left him for relaxation. He hadn't felt comfortable using it as his own place, but it was more private, and he was getting desperate. So he decided to set it up as his home base for.... taking care of business. Even though he had been there before for the wonderful party, Shepard really didn't remember much about its furnishings- a byproduct of nearly dying again, perhaps. So, one weekend, Shepard made his way up to the Strip and reclaimed his gifted apartment. And, for the first time since being stationed on the Citadel, he saw the possibilities of the place. It was mostly isolated, with a penthouse feel, had a great view of the socialites on the strip- including those oh-so-fuckable asari whores that strutted their bodies around for all to see- and, more importantly, it was his own. As he was looking through the rooms again, he saw a small, hidden door that he had missed in his earlier perusals; naturally, he went to investigate, and he found a room that would be a perfect mancave for him. It was even furnished- after a fashion.

Hee found a room with a sprawling bed in the center of the floor, a mirror on the wall beside it, and a holonet screen on the opposite wall. He also found a stash of vintage magazines, filled with what he assumed were Anderson's favorite porn starlets. Photos of naked women, dressed up as young witches, nurses, schoolgirls, and cheerleaders, from glossy magazines. Turning on the holonet screen, Shepard found petabytes of porn from the decades. The magazines were streaked with what he recognized as dried cum.

Shepard tensed up slightly, realizing that Anderson must have used the room for his fantasies. Jerking off in that place would be sort of like taking sloppy seconds, he figured. But, as he stayed inside, he found that did not deter him in the least. Ever since leaving the stress of saving the galaxy from destruction, he had enjoyed fantasies about damned near every hot babe he had met in his travels while he flicked his fist and pretended it was a mouth or a cunt. He didn't care what species they were, or where they stood in the war- if they had a hot body... they were in his fantasies.

Since the beginnings of his hormone overload, Shepard had started to think about Kelly Chambers while playing with his prick. She sure filled up his fantasies during the Collector ordeal, and she certainly was one of the prettier, sexier, and most nubile women he had worked with- a red-headed bombshell with smoky blue eyes, a flirty attitude, and a cocksucker's mouth. She had round, bouncy tits capped by nipples that always seemed to be stiff, poking out in twin peaks in the tight tops she usually wore.

Her waist was tiny, her hips supple and her ass was high and hard and provocative. Her shapely legs were long, and her skirts were always short.

Ever since her own near-death experience, she had a sultry way of looking at a guy, as if she knew exactly what he was thinking - and what he would soon be doing with his hand.

Shepard wasn't the only marine who had jack-off fantasies about Kelly, to be sure. The saucy yeoman was probably responsible for enough spilled spunk to float the Normandy, as dozens of potent young soldiers emptied their balls in frantic reaction to her obvious charms.

Kelly knew this perfectly well.

She loved turning guys on and made a point of posing and moving erotically. She favored revealing clothing and used it to good advantage by the way she positioned her legs and loins.

The sexy psychologist liked to make all the men near her horny. But most of all, Kelly liked to give John Shepard a hard-on.

She had the hots for the hero, Commander Shepard. There was a certain innocence about him, even when he was staring lustfully at her and panting like a dog. She had felt sure he was a virgin from the first time they met on deck - and that was a turn-on for her. And, in fact, he was. He was too blinded by the war efforts to see how his presence affected every woman on board- but that was soon to be in the past.

This weekend on the Citadel, she was feeling particularly bold and saucy and sexy and had dressed accordingly. She wore a tiny black mini-skirt and a cotton tee-shirt so snug it seemed to be painted on her tits. She put on her tiniest bikini panties under that short skirt. This garb was strictly against the military's dress code, to be sure. But, she had quit Cerberus and never joined the Alliance, so this was a day she didn't give a fuck.

At one point in a Citadel office, she noticed that the handsome Shepard had a very big cock-bulge through almost every day. And she noticed the bulge in his jeans had gotten larger class by the hour, and he had stared at her so lasciviously that his eyes had nearly burned into her belly and tits like laser beams.

Kelly was intrigued; she decided it was time to finally get to know Commander John Shepard better. Much, much better.

When Shepard came out of the office with out his shadows, Liara and Tali, Kelly Chambers was perched on the wall beside the front walk.

He gulped. Her knees were parted and her crotch was fully displayed. The tiny panties seemed to be molded to her pussy, the crotch band dragged up into her cunt gash as if by suction!

Shepard halted and looked up her short skirt in a sort of mesmerized awe. His cock jumped so savagely that it almost knocked his paperwork from his grasp as he held them in front of his loins to hide his hard-on.

Then the lascivious marine realized how he was gaping, and he blushed and looked up at her face - and found that Kelly was grinning impishly at him.

Holy cow, he thought.

She must have seen where I was looking - and she doesn't seem to mind!

Shepard had never dared to hope he might get a crack at the sexiest shrink he knew, other than within his own fevered mind. Now he began to wonder if Kelly was really as naughty as she looked.

She slid gracefully down from the wall, and his attention shifted to her jiggling tits.

"Hi, Shepard," she said, batting her long, silken lashes in a come-hither fashion.

He croaked a greeting in reply.

"Wanna go for a walk around the wards?" she asked.

"Errr - yeah - sure," he stammered.

They moved off, side by side.

Her hip brushed against his. He gazed sideways at the thrust of her stiff-tipped tits, and she kept grinning. She had a sort of swaybacked way of walking, so that her tits thrust forward and her ass jutted out.

She turned to say something, and he never did catch the words, because the twisting motion swung her heavy tits against his arm.

So much blood rushed down into his hard prick that he damned near blacked out.

In a kind of daze, Shepard had only one wish. He hoped she wasn't just a cock-teaser. The sexy slut was walking down the path toward Anderson's apartment with a soldier who had wasted plenty of spunk while he savored fantasies about her.

Shepard was shy and nervous, but Kelly was bold as could be and even slipped her hand into his - the one he jerked off with, as a matter of fact.

"You like me, Shepard?" she purred.

"Oh, yeah!" he enthused.

"I've seen you staring at me," she said.

She lowered her eyes demurely, but her smile was elfin and erotic, lips slightly parted and the tip of her tongue showing. "I bet you're a horny guy, huh?"

Shepard looked flustered. "You jack off a lot?" she asked boldly. He replied by a wordless, strangled sound. "You don't have to be shy with me, Commander. Everybody frigs off, right?"

"Well - errrr - ahhh..."

"I finger-fuck myself all the time. It isn't anything to be ashamed of," she said.

Her fingers tickled his palm. John wondered if he was going to make it to the apartment or just cum in his pants. He was amazed that she would admit to playing with her pussy - and intrigued. He'd always figured hand-jobs were a sort of secret and shameful thing, yet she had just blurted out the confession!

"What hand do you use, Commander? Hmmmm? This one?" She teased him, caressing his palm. "I use both hands myself, you and me holding hands like this is almost like we were frigging each other, huh? Sort of like a second-hand hand-job." She giggled.

The lean soldier was rapidly losing his composure, but his inhibitions were going, too.

He squeezed her small, delicate, moist hand in a sort of desperate desire, imagining how her palm and fingers would work in her juicy crotch.

"You think about me when you beat off sometimes, Commander?" the bold temptress coaxed.

"Yeah - most of the time lately," he admitted. His face was so flushed by arousal now that she couldn't tell if he was blushing again or not.

"I like that... John. I love to think about you stroking your prick and thinking about me." Her gaze slid on to his big cockbulge. "Golly, you've got a whopper, huh? You've got a big boner on right now!"

"Yeah, I sure do," he grated.

"You gonna jack off?"

"Not gonna - gotta..." he groaned.

Kelly grinned happily, taking that as fine testament to her ability to turn the officer on.

They had almost reached the apartment by this time, but they were moving very slowly. Shepard was lugging his lumber and stepping bowlegged around his balls, and Kelly's cunt was squishing between her slim thighs with every step that she took.

She gave him a thoughtful look.

"If you know any place we can go to be alone, maybe we could fool around together, huh?" she whispered. "I'd show you my tits and pussy. I'd watch you jack off, and you could watch me finger-fuck myself." She paused. "Or we could do it for each other."

Shepard staggered as his surging hard-on nearly threw him off balance. She looked at him in concern, wondering if she had gone too far, too fast. Maybe his cum-bags had suffered a blowout.

But then the marine grinned like a lion at its prey. "I know a swell place," he said.

"Well, what are we waiting for?" His fears had been unfounded.

Kelly Chambers was sure no cock-teaser today!

Kasumi Goto lived in one of the nearest residences to Anderson's- now Shepard's- apartment. She was a slim, sexy, and trim thief with jet black hair, an hourglass figure and a voracious sexual appetite ever since her first love, Kenji, had left her. She even had fantasies about the most hated Normandy crew member, Jacob, from time to time! No doubt because of her stealth approach to her line of work, she was a voyeur, as well - and it was her lucky day as well as Shepard's. Kasumi was walking home after a small haul one day when she saw Shepard headed to the apartment on a mission. Hoping to play a prank on him, as she did in the old days, she cloaked herself and followed him into the abode, where she saw him enter the Sex Palace, as she called it in her inspection of the place during the party. She stared, dumbfounded, as Shepard jacked his gigantic hammer to a series of porn flicks on the holonet- and she decided then and there to place a bug in the room for her own viewing pleasure.

She had been looking for her dildo. Usually, she had a fuck machine ram her a rigorous morning pounding before heading out for a job, or at least diddled her gash to cool herself down. That generally kept her happy, although simmering, until she got home in the evening.

But this morning the machine had failed to get going and her fingers, for whatever reason, weren't cutting it.

Kasumi was annoyed and frustrated - and randy as could be.

She finger-fucked herself a lot during the day, but there was little satisfaction in that, for a thief with a usually helpful machine.

Then she remembered her old dildo.

It was a big rubber prick that she had often used, both on herself and on other... associates she had fucked in her wilder days. What can she say? She was a red-blooded woman, and she became even hornier as she reached her late twenties. The rubber- she hadn't seen it in ages, but it would be just the tool to fill the gap until her machine got back online.

But where had she put it?

As near as she could remember, the it was stored away in a trunk in the attic. She had been lying around naked all day and, not bothering to dress, went right up to the attic to look for her latex lover.

She finally found the fuck-tool stored at the bottom of a pile of less useful booty she had acquired. Just looking at it brought back fond memories. The dildo was realistically contoured, with a big, bulbous knob and simulated veins, and the hilt was fitted with a leather harness so that a refined lady could strap it on and fuck another lady.

Kasumi wasn't a lesbian, to be sure, but she always enjoyed a bit of dildo-fucking and cunt-lapping with another female, just for the variety of it.

The naked thief was so hot by this time that she sat down on the edge of the trunk and gave herself a thorough fucking right there in the attic.

She creamed off twice, sucking her own cunt-cum from the rubber cock in between.

Then her cunt was cooled off somewhat - as much as that hot, sweet pussy could ever get - but the exertion of pumping it up her pussy so vigorously had left the rest of her trim body hot and sweaty.

She decided to open the attic window and let the cool simulated breeze cool her off. Leaving the dildo stuck halfway up her pussy, she got opened the window and checked her omni-tool.

Fate had taken a hand.

Kasumi saw some movement in her apartment bug. Sitting back down, she projected the feed on her wall and watched Commander Shepard entering one the room. Tired as she was, she nearly cut the feed without thinking- and then she saw the gigantic cock-bulge that was contorting the front of his pants.

Holy shit, she thought.

Kasumi had always had the hots for paragon personalities, and she was a peeper by her nature. Her dark eyes flashed as she gazed at the chiseled veteran, and her pussy began to steam on the rubber prick, in response. Then Shepard approached the bug she was looking through. She wondered what the hot marine was going to do, but didn't care at the moment, happy to feast her eyes on his swollen crotch.

She almost fainted when Shepard stretched out on the bed, opened his fly and reached in to haul out his cock and balls in one fat handful.

He began to play with his prick.

Kasumi, naturally, began to ram her rubber cock in and out of her cunt-hole, angling it so that all of the firm stalk rubbed against her clit.

The potent soldier shot off on a very few strokes, his creamy cum-load looping up above the walls.

Kasumi juiced off at the same time. With hardly a pause, Shepard jacked off again, turning onto his side this time and spraying his spunk onto the sexy pictures he had accrued on his own.

Kasumi joined him in cumming again.

What a treat this was for a frustrated thief- who had lusted after Shepard before, adored playing the peeper, and had a pussyful of rubber prick, to boot!

Shepard got onto his knees for his third cumming, hosing his jism all over the room's flooring.

Kasumi was so hot that she thought her dildo might melt in her fuck-hole. She actually looked down to see if steam was wafting from her pussy.

Shepard shot off yet again, fucking his fist furiously, spilling out damned near as much cock-cream as he had on the previous cummings.

Kasumi wondered if the man's balls were bottomless.

Her cunt was hot as hell, and she melted again, too.

Shepard rested for a while following his fourth cumming, then tucked his cock and balls away and, a very contented soldier now, climbed back down the apartment's stairs. He took the elevator back to the strip and prepared to head back to work once again...

Since then, Kasumi Goto had been keeping an watchful eye on the bug, and to her good fortune, she peeped on Shepard another couple of times as he did those nasty things she so loved to watch. She noticed that the seemingly-innocent marine was coming almost every day at the same time to the apartment. Usually about an hour before dinner. And today, like most other days in the last few weeks, she took her customary place in her own comfortable bed, like a sort of randy royal box. She had her rubber prick stuck up her fuck-hole, but she wasn't moving it. She was waiting for the usual jack-off show to begin.

When she saw Shepard and the randy redheaded vixen approach the apartment elevator, she gasped, and her cunt bubbled over on the immobile dildo, without needing a single stroke.

For a hot voyeur, this was the stuff of dreams!

Panting at the screen, she waited for the performance to begin - and got all she could ask for.

The Commander politely helped Kelly enter the room he usually used in the apartment and followed her in, staring at her ass in her tiny skirt as she strutted before him.

The fragrance of her overheated pussy was driving the soldier crazy as he inhaled the fumes that were wafting from her fuck-hole.

Kelly looked around and Shepard felt embarrassed, not sure how she would react to the dirty photos and magazines, hoping she wouldn't be hurt or jealous because he had pictures of other women- and species- there.

"Oh, what a neat place," she said, approvingly. "You jack off here a whole lot?"

"Every day - more than once..."

"Oooooh - I like a guy who cums more than once - a guy who stays stiff and shoots off lots. That way, we can have fun in lots of different ways."

Did she mean different kinds of handjobs? Or was he going to get more than that - maybe even lose his virginity?

Without any more delay, the sexy Kelly started to strip.

She pulled her tee-shirt off and her naked tits thrust out, bobbling tantalizingly. Her swollen nipples looked stiff.

"Don't want to get jizz on my clothes," she said, as if she needed to explain why she was disrobing. "You probably spray cum all over, huh?"

She left her bikini panties on for the moment - as if she were playing hard to get in a very modified manner.

Shepard frantically tore all of his own clothing off, having some difficulty getting his pants and briefs down over the derrick of his rigid cock.

The ex-crewmates stared admiringly at one another, not touching yet.

And a very, very excited thief stared at both of them, drooling with equal lust. Kasumi's eyes flashed from prick to pussy, balls to tits. Her exotic face was so twisted by depraved desire that she looked like a mad witch confined in her bedroom.

Shepard's hands were trembling to touch the young doctor's nubile body. But he did nothing, afraid to break the spell, knowing full well that Kelly was in charge and willing to play the slave to her every whim.

"What you gonna do first?" she asked, arching her back and shoving her tits out. "Wanna feel me up? Wanna play with my tits for a while, Commander?"

The vanguard reached out, moving like a sleepwalker or a man hypnotized and obeying a command. He touched her tits gently, stroking with his fingertips. Then he kneaded the firm tit-globes and drew his hands up, pulling at the swollen pink nipples with thumbs and fingers.

They stiffened under his caress.

"Ummmmm - nice - you feel me up so well," she sighed.

She cupped her own hands under her tits, lifting and deepening the cleavage.

"Suck them, John," she breathed.

His head dropped and he dove on her tits. He sucked a bloated nipple into his mouth and nursed, then switched to the other tit. His mouth worked hungrily on those plump peaks. They were like gumdrops in his lips, chewy and succulent, making him drool.

"Ahhhh! Sometimes I cum when a guy sucks my tits," she moaned, her tight twat dripping even more.

Shepard was beyond jealousy.

And Kasumi was gasping and gulping, her own empty mouth working in sympathetic vibration with Shepard's, emulating that succulent sucking.

The thief was turned on two ways.

She envied the young yeoman for having the Commander sucking on her nipples, and she envied Shepard that sweet mouthful, every bit as much. She lowered her head and began to suck on her own tit-tips, but she kept looking from the tops of her eyes, gazing at the action in the apartment.

Shepard switched from tit to tit, paying equal homage to each. Kelly's nipples were distending, stabbing into his mouth as his lips pulled.

Her cunt was flaring in her panties in the same way, reacting to the stimulation in her tits. She was so hot that she thought her panties might melt and fuse to her crotch in nylon sludge.

She tucked her thumbs under the waistband and began to work them down her wriggling hips.

Shepard stared down from her tits, watching her cunt-cleft emerge. The aroma of hot twat drifted up and merged with the succulent taste of her tit-meat.

She pulled the soaking panties down her legs and off her feet, never for a moment dislodging Shepard from the headrest of her tits.

Sucking her tit, he stared at her pussy.

Kasumi, too, was gazing at that gooey groin. Her mouth was watering heavily and her hot lapper was sizzling in her own frothy saliva.

Whimpering with arousal, Kelly opened her legs wide, showing off her beautiful bald pussy to the ardent sailor and, unknowingly, to the thief in the attic.

She expected Shepard to play with her pussy, but he was engrossed with her tits, not wanting to rush things, enjoying each act in turn.

His prick was pumping like a shock absorber, the prick-knob gleaming with cock-lube.

Gooey pre-cum oozed from his gaping piss-slit and ran down his cock-shaft like hot mercury.

The sight of that throbbing young cock made Kelly tremble, and her hands itched to caress him. She reached down and slid a hand up his inner thigh, very slowly, as if she were a predator creeping up on prey.

The instant that Kelly touched Shepard's balls, his cock shot off streamers of creamy cum!

But it was okay. It was only the first time...

Kelly gave a wail of dismay when Shepard jizzed off instantly, because that naughty little tramp had more than handjobs in mind and no use at all for a premature ejaculator. But then she recalled that Shepard could cum a lot more than once and that his spurt was only acting like a steam valve, releasing the initial pressure so that he could last longer once he got his cock in her mouth or cunt.

She bent down to enjoy the thrilling sight of stiff cock-meat spurting off.

Shepard was still wallowing in a faceful of tit, and Kelly tilted her head down so that, cheek to cheek, they both watched his spunk squirt out.

The first shot of cum had billowed from his prick the moment Kelly's fingertips brushed his hairless balls. His cum slizzered up her trim tummy and foamed into her tit cleft like a milky flood forced into a ravine.

She cupped the soldier's surging balls in her hand, squeezing gently, feeling his cum-load slosh around. His balls jolted again and more jism splattered onto her belly and tits, hot as boiling oil.

She slid her hand up and gripped his jolting hard-on, frigging up and down at the base, pumping more slime out with every stroke.

His purple cock-head flared, his piss-hole opened, and another spume jetted out. Shepard's jizz was just about the thickest and creamiest that Kelly had ever seen. Trembling, she bent still lower, her nostrils flaring.

If the fragrance from her fuck-hole fascinated the Commander earlier, now the aroma of hot cock-meat and cum was turning Kelly on every bit as much.

Her tongue slid across her moist lips and her blue eyes crossed as she stared at the head of his prick with a cock-eyed gaze.

Lithe and nimble, Kelly twisted from the hips. Shepard had one plump tit in his mouth. She dipped the other down and brushed the swollen tit-tip against the head of his cock as he squirted cum yet again.

Her nipple pushed right into his piss-hole, as if the young tart were fucking his prick with her nipple. Creamy cum bubbled out, lathering his cock-knob and her tit-tip.

His cock jolted and bucked. A final gooey geyser of cum sped out and skimmed up the slope of her fat tit, and then he stopped shooting off.

She kept on frigging at the root of his cock, coaxing out the dregs.

The last seepage didn't spray from his cock-knob, but clung to it like whipped cream on a fat, purple plum, tantalizing the cock-hungry young slattern.

Shepard moaned and sprawled back along the mattress, looking as if he had been dropped by a Marauder. He had shot off a big cum load, but his sturdy prick was still standing as fat and firm as if he hadn't cum in a week - and his potent balls had only sagged slightly.

Kelly was delighted to see that...

So was Kasumi.

That raven-haired beauty had seen Shepard jizz off countless times, but seeing him juice on a nubile young partner's lovely tits was driving her wild.

Her mouth was so full of drool it felt as if a cock had just cum there - although, of course, her saliva was not as thick and tasty as jizz.

Her eyes glowed as she gazed at the Commander's cum-drenched cock-head, then glanced at the young psychologist's soaking tits. Those succulent tit-mounds were awash with cum, looking like cream buns, glazed like doughnuts.

How Kasumi would have adored to suck the heroic officer's jism from those pretty tits!

In a peeper's frenzy, Kasumi jerked the rubber prick out of her pussy and held it to her face. Pretending that the dildo was the Commander's prick and that her own cunt-juice had come from the red-head, she began to lick the bulging knob. Then she sucked it into her lips.

As she sucked her sex-toy and made believe it was the real thing, she continued to stare at the pair in Shepard's new palace.

Kasumi was hoping that the naughty young couple was not going to limit their fun to masturbating.

And she got her wish in no uncertain terms, and in all the variety she could have asked for...

"Goddess, you sure cum a lot," Kelly whispered.

Shepard grinned happily, pleased that he had impressed her with his plenitude.

"Often, too, I hope," she added, grinning back at him suggestively, the tip of her tongue showing.

"You can jack me off all you want," he said.

"It's fun, but hand-jobs are kind of childish, don't you think?" she purred.

He stared at her, wondering just what she meant - hardly daring to hope.

Then she did something that thrilled him - and thrilled the unknown audience, too.

Kelly cupped her plump tits in her hands and lifted them. Her strawberry-topped head tilted down and she began to fuck her tongue at her own nipples, lapping up Shepard's milky jizz from her tits.

"Jeez, Kelly! You-you're tasting my spunk?" the man croaked, in awe.

"Ummmmm - it's yummy, too," she purred.

She sucked a fat nipple into her lips and nursed. Cum dribbled down her chin.

Shepard groaned as he watched.

And Kasumi thought that her eyes were going to cum - that she was having an optical orgasm!

Kelly raised her head again and gave Shepard a dazzling smile, her lips parted so that he could see a film of his cock-cream on her pink tongue.

"Your jizz is scrumptious, Commander. And I'll bet it would be even more delicious if I drank some right out of your big cock."

Shepard felt faint.

"Do-do you blow, Kelly?" the officer panted.

"Of course I blow, silly," she giggled.

"I've never had a blowjob."

"Ooooh - how nice! I love to be a marine's first face-fuck, Commander. Cherry cum is so sweet!"

Shepard's whole body was vibrating, as if his prick were an omni-tool galvanizing his groin. He was so eager for a blowjob that he didn't even stop to wonder about how many other crewmates had lost their innocence in her pretty mouth. He humped up, bridging his back and driving his stiff cock high into the air. The cock-knob was soaking with white slime and trickles of the stuff were running down his cockshaft.

"Suck me, Kelly!" he begged.

"Sure. I'm hot for it, sir. I'm hungry for your cock and cum. And I'll bet you'd like to learn to eat pussy too, huh?"

He nodded with enthusiasm. If cunt tasted as good as it smelled, Shepard reckoned that he was in for a real tasty treat.

"I'll suck you off first, then you can go down on me - and we can fuck, too," she said.

The virgin soldier gasped, realizing that all of his wildest dreams were about to be fulfilled - and with the sexiest assistant, to boot!

Kelly moved closer, looking hungry. "Don't cum," she said. Shepard looked puzzled. That, after all, was the whole point of a blowjob, wasn't it?

But then she added: "Don't cum too soon, this time. I wanna enjoy a nice long mouthful of cock-meat before I swallow your jizz, baby."

Shepard vowed to hold back as best he could.

But how long could a horny male last in Kelly's loving mouth? He didn't want to disappoint her. But what the hell - he could always cum again, potent as he was. This adorable cocksucker could have cum for starters and cum for dessert, and all the cock-meat she wanted in between!

Kelly curled up beside him, eyeing his big prick like a glutton about to be seated at a banquet table. She was happy that he had shot off once already, knowing it would have been disappointing if he had cum the instant she started to suck his cock.

Teasing his prick, she didn't dive on him immediately. She began to lick up the cum from his belly and thighs, tasting the residue of his first jizzing as a canape, whetting her appetite for the main course to follow. Her strawberry hair fell in a curtain over his loins. She shifted about, licking all around his smooth groin but avoiding his rigid prick.

Shepard, in no doubt now that he was really in for a blowjob, didn't mind waiting.

But he was eager for the sucking to begin. And Kasumi, sucking a substitute prick, was as hot to see it as Shepard was to get it.

They didn't have to wait very long. Because Kelly was as eager as any.

Kelly began on the Commander's balls. She cupped his balls in her palm, lifting the smooth pink sacs, and started laying them with her nimble lapper. She licked all around his heavy cum-bags, nuzzling down to fuck at the underside, groveling in his groin.

"Ummmm - ummmm!" she moaned, as the flavor of his balls tingled on her taste buds.

She began to suck his balls gently, drawing them into her lips as if she were trying to suck his cum-load right through the tissue - to swallow his spunk straight from the source, instead of drinking it from his cock.

Shepard was rapidly losing his innocence. "Oh, you sweet ball-sucker!" he moaned. She rooted down into his groin, licking back, damned near rimming out his asshole. He hiked up and she rutted around in wanton glee, stabbing her tongue into his ass-crack, then slurping back to his balls.

"Yummy ball-meat," she sighed.

Kelly loved to lick and suck balls, worshiping them because of the sweet load they contained. She nuzzled happily in his crotch, sighing and purring and moaning.

She would have gladly lingered there longer, but the virile marine's prick was beating savagely and she didn't want to run the risk of bringing him off before she had his prick in her mouth. One wasted cumload was quite enough.

She began to run her velvety tongue slowly up and down the underside of his cock-shaft, tracing the dark, pulsating vein and tasting the seepage that had trickled down from his creamy cock-knob. "Yeah! Lick my cock, baby!" he rasped. "Sweet hero-cock," she murmured, licking up to the tip and slurping at the sensitive spot where his cock-knob flared out from the cock-stalk.

She turned her face sideways and placed her parted lips to the base of his cock-shaft, then began to draw them slowly up and down.

She was humming and blowing and sucking, playing his prick like a mouth organ.

His cock-head was already drenched with the residue of his first cumming, and now fresh cock-lube started to seep from his pinhole and rim down his prick.

The hot-mouthed redhead sucked the slimy pre-cum up as her lips pulled up and down.

Kasumi followed suit.

She pulled the head of the rubber cock out of her mouth and began to play her lips up and down the shaft, copying the action she was watching. She shoved the dildo up her cunt for a moment to get the rod juiced up again, then started playing it like a harmonica again. But it was only rubber. She sure envied Kelly.

Kelly moved her mouth up and down, from Shepard's balls to his bulging cockknob, then she turned her pretty face down over him and began to give his cock-head a tongue-bath. She lapped all around the fat lump and slurped into his gooey piss-hole. Her drool ran down his prick as she licked up all the slime seeping from his piss-slit.

Shepard was gasping and panting. If it felt so wonderful to get his prick licked, what would it be like when Kelly started to really suck him?

He humped, trying to fuck his cock into her mouth.

She playfully eluded the mouthful, moving her head up and down as he heaved. If he hadn't been so potent, Kelly would have liked to tease him for hours, just licking his cock-head lightly and pausing whenever it seemed like he was going to shoot.

But she was afraid he might cream off on the tongue-work if she delayed too long.

"Suck me, Kelly- suck my cock!" he pleaded.

Her lapper danced on the cock-tip, flicking and fluttering and slurping. She held his balls in her hand, massaging them tenderly - and estimating how ready those bloated cum-bags were.

She was an expert in judging such things. But she kept her other hand off his cock, not wanting any manual assistance in the sucking.

He hiked up, arching his spine.

His cock-head flared out so huge that she wondered if her lips could stretch around it. If she'd ever had a bigger prick in her face, she couldn't remember when - and she knew damned well that she had never had one that was as hard and vibrant and tasty.

He humped again, in desperation.

Kelly licked his prick as he lurched up and down. His balls were so solid now that they weren't swinging, they were rolling up under his cock.

"Take it in your fucking mouth, Kelly- please! Suck my prick!" he wailed.

"Wanna use my mouth like a cunt, Shepard? Hummmm?"

"Wanna fuck my face?"

"Yeah - yeah - yeah!"

"What am I, Commander?" she sighed.

Shepard was beginning to understand her wanton ways, to know what turned her on.

"You're a cock-sucker," he whispered.

"Ummmm!" she purred.

"You're a ball-licker. You're a prick licker. You're a cum-sucker," he babbled.

"Yes - yes - yes!" Kelly panted. She was as hot to have him cum in her mouth as he was to do it. "I'm hungry for your hot, thick jizz, baby. I'm hot to milk your prick and gulp your cum!"

"Suck me off! I gotta cum! Oh, shit! My fucking balls are gonna blow up!"

As greatly as Kelly was savoring this foreplay, she knew it was time to get down to some serious cock-sucking, to work for the creamy conclusions.

She gave his cock-head another tongue bath, spooning up more pre-cum from the cleft.

Then she kissed the slimy cock-tip. Shepard hiked up, his prick nudging her lips, and this time Kelly opened her mouth slowly and let him feed the cock-meat into her facial fuck-hole.

Now the blowjob had started in earnest.

And, in a dark room not very far away, a beautiful raven-haired Master Thief stopped licking her rubber prick and shoved it down her throat...

Shepard jerked convulsively as Kelly's hot, wet mouth engulfed his cock-head. He humped up, wanting to fuck all of his prick into that lovely face. Her crimson head swayed on the end of his fucker.

Kelly's sensual lips were slightly parted around his cock-shaft just below the cockknob. Drool ran down the heavily veined shaft. Her cheeks sank in and puffed out as she sucked and blew down his prick.

Her lovely face was radiant with joy as she mouthed her superior's huge prick. She turned her head from side to side, winding her lips around, as her tongue danced against the underside of the flaring prick-knob.

She sighed, loving the taste and the texture and the way that the cock-meat throbbed in her maw. Kelly loved sucking even more than she did licking. And Shepard was finding it more thrilling, too - not to mention the voyeur who was watching the cock-sucking from above, while she stuffed her own throat full of rubber prick.

Kelly started to move her head up and down, taking a bit more cock in each time.

Inch by inch, and stroke by stroke, she was swallowing down toward his balls. Half of his prick vanished into her mouth.

She drew up and her pliable lips pulled open, distending ending down his cock-stalk as she sucked up to the cock-knot. She nursed on the slab for a moment, then bobbed back down.

With a sudden lunge of her head, Kelly went down and took it all. Shepard's cock disappeared. He stared down in amazement, wondering how Kelly had managed to envelop the whole huge fucker.

Kasumi, with her own gullet gorged, knew exactly how, but was just as thrilled by it. Kelly recognized an expert cock-sucker when she saw one in action - and she wondered if the sexy young shrink would work so enthusiastically if her face was buried in a creamy pussy.

Kelly's chin was pressed to Shepard's balls, and her cute little nose was in his groin, her lips plastered to the thick base of his prick. Her chin moved from side to side as she gently munched the meat, and her tongue was sliding around on the buried cock-lance.

Shepard started to heave his haunches up and down on the mattress, fucking her pretty face. Kelly met him, bobbing down as he drove his prick up. He was using her mouth like a cunt, and she adored every second.

She gagged as he clogged her gorge with cock-meat.

Then she purred as she pulled her lips back up to his dripping cock-head and spooned some pre-cum from his piss-hole with her tongue.

Kelly was going suck crazy, working on the cock-knob, then swallowing all of the cock-stalk in. She blew down and his balls inflated as if his cock were a valve.

She was skillfully coaxing Shepard toward his crest, and he was shaking and shuddering violently, flinging his limbs about as he fed the cock to her.

The preliminary tongue-work had readied the Commander, and she knew he would cum soon. She adored the mouthful of cock, but knew that the best part of a blowjob was when a cock spurted cum in her mouth and throat - and Kelly was working toward that magic moment gleefully.

Shepard's head tipped back, and he stared up at the filthy figures portayed in the room. Just legal teens taking cock in their cunts, faces, and assholes. Belles having their faces plastered by groups of horny studs. Then he looked back down, watching his thick prick pumping in and out of Kelly's facial fuck-hole. "Cum in my mouth, baby!" Kelly urged.

She bobbed her red head up and down faster, on the steady strokes that would bring any man off. Her head was bobbing faster than Shepard was humping now, her lips working up friction on the greasy prick-shaft.

"Juice me, Commander- jizz my fucking mouth! I'm horny to drink your cum!"

Her lewd words excited the big-cocked soldier almost as much as the sweet sensations of her sucking. It turned him on to hear her beg for his cum-load.

She panted and pleaded on his cock-head, then ducked down and choked off her words on the full load of cock-meat.

"Cum - feed me your - umppphhffff - slurp! Slime, baby! Whitewash my - glubbbb - sputter - throat!"

She ground her lips down to the hilt and sucked back up, inhaling on his prick as if it were a snorkel tube.

Shepard felt as if she might suck his guts out, as if his asshole might cave in.

His cock hissed through the collar of her lips and sizzled over her darting tongue.

"It's cumming, Kelly!" he gasped.

"Ummmm! Give it to me!"

"Now! Swallow my cum, baby!" he cried.

Kelly sucked on the head of his cock as Shepard's balls exploded dynamically. His cum spurted up his cock-rod and a torrent rushed into her maw.

Jizz skimmed over her tongue and poured down her throat. He was squirting off again and again, each squirt of cum coming so quickly after the one before that it seemed as if she were drinking an unbroken rope of cum.

Her mouth filled up with jism and she relished it on her taste buds, then gulped it down into her belly. He was feeding the cum-hungry young slut so lavishly that she could feel a tide of cock-cream sloshing in her stomach.

Shepard spurted as he humped up and spumed off again as he dropped back to the mattress. Jizz bubbled straight down her gullet, then hosed her tongue.

Kelly was in rapture as she glutted on his tasty cum-load.

A jizz-jet hit the roof of her mouth and a creamy coil of cum slid into her cheek. Her tongue was floating like a raft in a creamy swamp. She swallowed, her magic mouth puffing the spunk from him.

"Don't stop, Commander! More - more!" she begged.

Her belly was already full, but the greedy minx wanted him to keep on hosing her from his cornucopia cock.

In response to her pleas, he pumped another gooey wad of cum into her maw. Her lips pulled up and down and her lapper worked on his cum-spurting cock-knob.

Kelly gulped cum from his piss-hole on the upstroke, then dove down and stuffed his prick right down her gullet and took a shot of cum straight into her throat.

His abundance amazed and delighted the lovely cock-sucker. Shepard was pasting her palate amid painting her throat and plastering her lapper. Jets of jism sprayed into her mouth from all angles.

Shepard couldn't believe how much he was cumming, how long it was lasting. His balls seemed bottomless, his lavish load endless, his vitality boundless. He was pumping as much cum into the young woman's mouth as he would have spilled out on half a dozen hand-jobs. And that was a lot of cum!

Kelly's skills brought their own reward, and the cum hungry twenty-eight year-old was keeping Shepard cumming beyond the normal limits of his stamina.

She quaffed and gulped from his prick, content to milk the meat as long as he could manage to keep the sweet cock-cream coming.

She was swallowing most of it, but his cum-load was so plentiful that some was spilling from her lips and running down onto his balls.

Seeing what the blonde red-headed bitch was drinking was driving Kasumi crazy!

Kasumi knew how scrumptious Shepard's jizz was, since she had licked up some when she sneaked one time to the apartment after he left. But she knew fun well that the stuff would be even more divine if she could drink it from his prick instead of just tonguing it up later, congealed and cooled off.

She yanked the dildo from her mouth and tossed it aside, disenchanted. The rubber prick was a handy plaything, but it wasn't full of cum and she envied Kelly that nourishing, wholesome bellyful.

She cupped her cunt and scooped up handfuls of her own cunt-cream and lapped it from her palms. But it was a poor substitute for what she longed for - Shepard's cum straight from his cock and Kelly's young girl-cum straight from her pussy.

Of course, the thief never expected to get it.

But Kasumi should have, been more optimistic.

Shepard was trembling so violently that his porn palace was rocking the apartment. The virile officer was, at long last, starting to flag.

His big prick had stopped spurting cum, but Kelly was still greedily coaxing out the dregs. Instead of spraying, the goo wound onto her tongue like a trickle from an overturned can of condensed milk.

He groaned and slumped back, spent, his smooth chest heaving, his handsome face glowing with satisfaction as he watched Kelly continue to suck away on his prick.

Kelly, insatiable in her quest for cum, kept on bobbing up and down.

"Ummmmm - I love it!" she sighed.

Shepard's heels drummed on the mattress and his powerful thighs were jumping with sinew. Now that his balls were depleted, it felt as if Kelly was going to suck his asshole out through his cock.

When she was sure he had no more spunk to spurt, Kelly collared his cock-knob and folded her fist around his prick and squeezed as she pulled up, as if she were getting the last paste from the tube.

She drew her dripping lips from his cock, smiling and gazed up at his face. She stuck her tongue out so that Shepard could see the coating of his cum on the pink slab. Then she dove down and took another suck of his cock.

Although she had drained his balls dry, Shepard's gigantic fucker was still rigid, only slightly diminished, and Kelly knew that she had struck it lucky with Commander Shepard... and he sure did with her.

She polished his cock-head to a gemstone luster, then pulled her mouth away with a slurp.

"Nice?" she purred.

"Jeez - what a cock-sucker!" Shepard enthused.

Although he had no frame of reference, he didn't think that it would be possible for a young slut to give better head than Kelly did.

"I just love to swallow your cum, baby. I'll come here with you after work every day, if you want - I'll keep you sucked dry." Shepard grinned with glee.

Kelly inspected his cock thoughtfully. His cock was still hard enough to sit on, and she knew that her squeezebox pussy would soon have his balls full again, as well. But she was so hot from sucking cock and swallowing cum that she knew, too, that she was going to cream off the moment she got her cunt stuffed.

Kelly calculated that it would be a good idea to get her rocks off first, so that she would be able to last longer when she took a ride on his cock.

"You can fuck me, too," she whispered. Shepard elevated his loins, driving his big cock up high in open invitation. He didn't suppose that fucking pussy could possibly be any better than face-fucking, but it might be just as good.

And he was certainly looking forward to having his prick stuck up his first-ever cunt and losing the other half of his virginity.

"Can I sit on your face for a while, first?" Kelly asked him coyly.

Shepard grinned happily, figuring it was a lovely idea to suck what he would soon be fucking.

"I'll cream in your mouth - and then we can have a lovely, long fuck," she said.

Shepard sprawled out and turned his face up.

"Have a seat, baby," he rasped.

Kelly shifted up, threw a knee across, and squatted over his head. She swiveled her slim hips, winding her cunt around just over his chin.

Her pussy was wide open and Shepard was staring right up the creamy chute. He licked his lips and breathed in the bouquet of her hot cunt.

Kelly slipped both hands down, framing her swollen pussy, using the tips of her fingers to spread her cunt-gash open even more.

His neck craned and he jerked his head up, his tongue reaching for her delicious looking honeypot. Kelly teased him, dancing just out of reach. A glob of pussy-slime dripped from her swollen clit and strung down onto his lips, still connected to her cunt by a gossamer thread. Shepard licked the blob up and moaned when he realized that cunt-juice was even more scrumptious than he had supposed.

He grabbed Kelly by the cheeks of her trim ass and pulled her pussy onto his face as if he were putting on a mask.

She squirmed and wriggled and Shepard began to tongue her cunt-slot and clit and suck hungrily in the gooey grotto, his actions instinctive. It was his first faceful of cunt, but the novice cunt-lapper was showing an enthusiasm that more than made up for any lack of practice at plating pussy.

He was working in the intricate crevices and nooks and crannies of her cunt-folds, trying to get his face buried to the ears in that steamy honeypot.

He licked her cunt-lips and her clit and stabbed as deep into her fuck-hole as his tongue would reach. He avidly sucked the rim as he tongue-fucked the hole.

She was holding her pussy-slot open on his munching mouth and he was massaging the cheeks of her ass as he drew her scrumptious pussy down on his mouth.

"Oooooh - eat, Commander- eat me, baby!" Kelly squealed, loving the hearty appetite that Shepard was showing as he lunched in her loins.

Kasumi was as turned on now as she had been when she was watching Kelly give Shepard a blowjob, envying both of the naughty twosome again. She envied Shepard's mouth, and she envied Kelly's cunt.

She was still scooping pussy-cream from her own swampy groin and tasting it, pretending that her cupped palm was Kelly's sweet young pussy.

As Kelly squirmed on Shepard's face, the firm cheeks of her adorable ass parted, and Kasumi could see the tiny bud of her asshole.

That, too, made her drool.

Kasumi loved to stick her tongue up a female asshole. And now she nudged a finger into her own puckered starfish, wriggled it around, then brought it up to her mouth and sucked the soiled finger.

She was pretending that she was sucking Shepard's cock after he had been ass-fucking Kelly.

Kelly jerked around, and Kasumi stared into the young tramp's groin from below the half-moon of her ass-cheeks, seeing Shepard's chin shifting around and his pink lapper fucking in and out of the young doctor's cunt.

The scene was making Kasumi so unbearably horny that she almost wished it would end, so that she could sneak down to the apartment and tongue up all the residue of Shepard/Chambers cum that was left there.

It never dawned on her that she could have simply gone over and joined the horny couple.

It was fate that would eventually bring about that Kelly was loving to ride the saddle of Shepard's face and trying to hold her cumming back as long as she could, but she was so aroused from sucking him off that she began to orgasm quickly.

"Drink my cunt-cum, baby!" she moaned.

The flow was getting thicker and richer as her cunt-cream turned to cum. Shepard gobbled in her groin. Her clit began to go off like a detonator, setting off deeper blasts in the core of her cunt.

She hunkered down and her cunt-lips spread wide on his mouth. She seemed, to be putting her pussy-sheath on his face like a rubber on the head of a cock.

Shepard's mouth filled with girl-cum as he sucked it from her hairless pussy.

Her hips shifted from side to side and her pussy slid up and down. His head moved with her, his mouth glued to her cunt gash by saliva and cunt-paste and held tight by the suction of the coupling.

Kelly was creaming like a waterfall. Most of her pussy-foam was flooding his mouth, but it was seeping out from the rim of her cunt-slot, too, dribbling down his cheeks and chin, glazing his face as high as the cheekbones, frosting him with cunt-slime.

Shepard sucked and swallowed, swallowed and sucked. His tongue fucked in and her tight pussy sucked on it as if he were French kissing her fuck-hole. The marine's lapper was as sensitive as his prick, and he loved eating her cunt as much as having her suck his cock.

He mouthed her through the spasms of orgasm and held her at the highest peak, wanting that delicious cunt to keep creaming off for hours.

The final wave rippled across her belly and her whole nubile body shook as if she were falling apart. She was gasping. Her head tilted back and her face turned from side to side.

The horny officer was sucking her guts out!

At last, the thrill began to fade.

She slowed her squirming as Shepard lapped up the last oozing drops, milking out the final ebbing spasms. Kelly smiled blissfully.

It was a smile of contentment but also of anticipation. Now, it was time to fuck.

Kelly slid back, and her sopping pussy pulled off Shepard's lips with a moist suction sound. The Commander kept on fluttering his tongue and working his lips as if he didn't realize her pussy was gone.

He looked so dreamily content that Kelly was delighted with how much he had relished sucking her cunt. She knew that she had created a confirmed cunt-lapper with that first creamy feast, and that was always a handy accomplishment.

She slid back down the man's body, her trim haunches shifting, her ass-crack spread open, her cunt spilling out more juice onto his smooth chest and flat belly as she wriggled slowly down his lean, arched torso.

She backed up to his loins and the tower of his stiff prick pressed into the cleft between her ass-cheeks. She rubbed against his cock-head. She slid up and down, frigging his iron-hard fucker in her ass-crevice a few times.

Then she hiked up. His prick pulled down the crack of her ass and snapped into her groin. She shifted back farther, not fitting it in her fuck-hole yet, and hunkered down on his upper thighs.

His cock-lance stood before her now, looming up high. With his hairless balls in her smooth snatch, the head of that tall fucker almost brushed her bobbing tits.

She stared down, seeing how high his prick rose on the outside of her belly and anticipating the pleasure of having it probing deep inside her pussy.

She reached behind her ass and massaged his balls, finding them huge and heavy again.

Kasumi couldn't see Shepard's cock now. But she could see his swollen balls under the curve of Kelly's ass. And she knew that once they were coupled she would have a perfect rear view of all the juicy fucking.

Kelly swiveled as she rolled her gently rounded tummy on the marine's rampant fuckrod. It felt like a red-hot crowbar levered up from her vee.

She bent down and lowered her dangling tits into Shepard's radiant face. His head jerked up and his mouth clamped on one of her nipples.

"Sit on my prick, Kelly," he mumbled on the fat tit-mound. "Fuck yourself silly, you gorgeous bitch!"

She knelt upright again and, thighs rippling with sinew, began to slowly ascend his fuck-pole, as if she were shimmying up a palm tree.

His drooling cock-head slid down her belly and lay in her cunt-gash, like a panting purple lizard basking in a sunny glen. His pre-cum was flowing again, running into her skin, glazing the smooth surface

Then her ass moved and the fat prickknob dipped in under her vee. His cock nudged her cunt, and the lithe young shrink balanced on top of the meaty tower.

Now Kasumi could see a lot more Shepard's thick cock-shaft rising from his balls and his naked purple cock-head fitted into Kelly's cunt-slot. Kelly's cunt-lips were puffing on the cock-tip, her cunt sucking as her mouth had before.

Cunt-juice streamed down his prick and pre-cum was bubbling freely into her pussy-gash.

She held the hilt of his prick and worked the tip in her cunt-slot, running it through the split and brushing it against her hot clit.

He humped, driving his cock up.

Kelly went up and down with him, perched on his fat cock-crown, not letting him fuck in yet. Her haunches bounced and her tits jiggled.

Then she began to push her pussy down, and his prick started to fuck in. His cockhead vanished and she paused there, only the head inside her pussy, wanting to savor the penetration slowly, stalling, taking the cock-meat in inch by inch on the initial stroke.

She went down halfway.

Shepard bridged like a wrestler fighting against a pin, holding his hips off the mattress, waiting for her to complete the connection.

The vanguard was babbling and moaning in the terminal moments of his hated virginity, eager to lose his cherry and yet appreciating her careful, slow approach.

Kelly twisted her hips, puffing her pussy around on the top portion of his prick, gripping him with fierce and clinging suction and adding torque as she rotated. Then she dropped down and took all of his big cock.

Shepard gurgled at the sweet sensation of having every inch of his prick buried in steamy pussy. If it wasn't better than Kelly's mouth, it was just as good!

He wondered if he had lost his cherry now, or if he would still technically be a virgin until he had emptied his cum-load into her cunt-hole. It was a moot point. Either way, he would soon be rid of the curse of his male chastity.

Kelly hunkered down, not really fucking yet, enjoying having her cunt full. The coral-pink lips of her pussy were glued to his cock-base and milky fluids were seeping out from the plug stuffed socket.

She slid a hand in and fingered her clit, then felt all around the junction of cunt and cock. She fondled his balls with her other hand.

The head of his prick felt like a burning ember in the depths of her pussy, and his cock-shaft was levering up the length of her cunt-sleeve. She was stuffed to the brim, cored out like an apple.

Still keeping the full penetration, Kelly began to work her cunt-muscles. The inner rings closed and gripped and rippled up his cock-lance.

Shepard held her by the hips, waiting for her to start fucking up and down, marveling at how much her cunt felt like her mouth. He had used her mouth for a fuck-hole, and now her pussy was sucking his cock like a hungry mouth. She seemed to be blowing him inside her cunt.

Kelly turned gracefully, turning her pussy on the spindle of his prick. Her cunthole was sopping wet, yet tight as could be, clinging to the contours of his buried prick.

He humped, but she went up and down with him.

"Ride my cock, Kelly!" he croaked. The marine was hot to feel the friction of the wanton waltz. He was afraid that her suctioning cunt was going to milk him off before they had fallen into the rhythm of a good fuck.

But Kelly knew all about such things, and she was gauging the pulsating of his prick to a fine point, knowing he was not ready to cream off yet.

She was happy that she had taken his last load of cum in her mouth, knowing the fucking would be prolonged - wanting to fuck him for hours.

His cock lurched savagely inside her. Now it was time to gallop on his groin.

Kelly very slowly pulled her pussy up his towering cock-lance and poised with only the cock knob in her cunt-slot. Then she dropped down and took it all again.

She held to the rhythm, rising slowly and falling back fast, so that Shepard's prick was emerging inch by inch but sinking in with lightning thrusts.

Shepard heaved up from the mattress, meeting her as she descended and sinking back down as she pulled her clinging cunt up to his cock-head.

Her tight round ass was churning and her pneumatic hips rolled and her fiat tummy pumped as the redhead stuffed her pussy on his prick, doing a dance of desire on his rampant fucker.

She slammed down hard and Shepard jolted up to meet her, launching his steely cock into her cunt. The cock-meat hissed in and Kelly flopped like a broken marionette on the bone-jarring thrusts.

Twisting her hips, she screwed her pussy on his thundering hard-on. The head of his cock rammed to the core of her cunt, making her squeal. Her slender back arched, then she bent forward, and her head was jerking from side to side, her face a mask of lust.

Shepard bridged up and Kelly slid down in a sensual spiral. He fell back and she rose on trembling thighs, rising to his cock-knob again. Her tits flopped as she bent forward and flipped up like balloons when she bowed her supple back, tilting her shoulders back.

By rising slowly and falling fast, Kelly was keeping control of the fucking. She knew it would last longer that way, than if she just fucked away in a steady rhythm. She bounced down and wriggled up, jumping her juicy cunt on his frenzied fuck-rod.

"Fuck your sweet ass off, Kelly!" Shepard croaked.

This was a marvelous mating.

It was quite a performance, too.

From her sequestered room, near the mating couple's apartment, Kasumi could see all the details of the randy rutting perfectly. Shepard's thick cock-shaft came out, glistening with cunt-juice, the fat vein throbbing up the underside. His purple slab emerged in Kelly's cunt-slot at the top of the stroke. With his balls bloated at the bottom and his cock-head swollen at the top, his prick looked like a dumbbell - and just about as hard and heavy, as well.

As Kelly stuffed her pussy, his fat plunger was pumping cunt-goo from her slot, frothing her groin and soaking his balls.

The cunt-juice was streaked through with threads of thicker slime as his pre-cum dribbled out.

Kasumi's tongue was pushed out as if it were being pulled towards the couples' loins and her nipples were sticking out like bullets, echoing her clit. Kasumi was hungry for both sexy crewmates, lusting for cock and cunt, jizz and pussy-juice. Kasumi loved to swallow both. Seeing the stuff blended together in Kelly's groin was driving the horny thief half-mad with desire.

She wished that she was in that apartment with them, so that she could lick around the edges of that frantic fucking. She yearned to lap balls and cock as they emerged and to sink her lapper up into Kelly's pussy along with Shepard's cock-meat.

"Cum," she whispered, longing to watch the naughty pair cream off.

Kelly fucked down and her cunt swallowed his cock balls-deep and the cheeks of her lovely ass opened, giving Kasumi a glimpse of her succulent shit-chute, adding another dimension to the theif's hunger.

Kasumi was loving to spy on them, but she was eager for them to finish fucking and vacate the premises, so that she could go there and suck up all of the blended fuck slime they would leave for her repast.

She didn't expect more than a secondhand snack, a sort of cold buffet that could be reheated in her mouth as she relished it on her taste buds.

But she was going to get a lot more than warmed-up residue.

Kelly angled her loins so that all of Shepard's prick was rubbing over her clit as she went up and down. It was bringing her to the crest and she started to rise as fast as she fell.

Shepard held her by her hipbones and hauled her haunches up and down, helping her in her groin gallop, lifting and dropping her as she centered on his cock. The friction was getting fierce now as Kelly fucked with all her vitality and Shepard matched her vigor.

"Ooooh! I'm creaming, baby!" Kelly moaned. Her cunt-hole was melting on his cock as he fucked in. "Jizz me, John! Shoot cum up my cunt while I cream on your cock!"

"Here it cums, Kelly!" he grated.

He was gasping and gurgling, as if his cum-load had bubbled up into his throat, making his voicebox burble as if submerged.

They churned together in a fucking frenzy as they rose to the crest together.

Shepard pounded his prick in and his cumload blew as he buried it.

His cum shot into her in a geyser, splashing into the depths of her cunt so hard it felt as if she had a cannon up her cunt. He damned near blew her off the end of his prick.

She shoved down and orgasmed as his big hard cock squirted cum into her cunt.

Her cunt went off, her pussy dissolved and the virile marine kept spraying her with his cock-spume, shooting as he plunged in and spurting as he pulled out, his fuck-juice coming in a steady tide.

Kelly squealed with the bliss of it and Shepard grunted like a rutting hog, as he rammed it to her and fed her more spunk. Cunt-cum and jizz streamed out in a milky paste. She rode his cock in a rapture, milking him off as she worked through her own spasms.

Kelly felt as if her pussy had been packed full of dynamite, fused by her clit.

It seemed as if the two were both going to keep cumming forever. The apartment was shaking as they bounced together and photos from the magazines were rustling as if in the wind.

But finally it was over.

Shepard groaned as his last torrent of cum rushed into her. He fell back, spread-eagled.

Kelly kept on whipping her pussy up and down, shaking and gasping, as the last spasms ripped through her loins.

Then she slid down and, with his spent cock still buried in her pussy, she leaned down, tits bobbling, to give him a loving kiss.

Shepard's sturdy, robust prick was finally starting to shrink and turn limp inside her pussy. Bending, his cock began to snake from her slot and retract back towards his balls.

Kelly was always sorry to see a hard-on start to falter. But she had cum plenty, too, and she knew it would be greedy to expect more.

There was always tomorrow.

His limp prick slithered out. The prickknob lodged in her cunt-gash momentarily, then popped out like a cork, followed by a flood of milky cum from her vacated fuck-hole.

The Commander's cock looped in a meaty coil down his trembling thigh.

Kelly gracefully dismounted.

She sat in the lotus position and gazed down at her own well-fucked pussy, amazed at how thick the fuck-slime was as it poured from her gaping cunt-hole.

Then she stooped over him and kissed his soft prick, affectionately, as if to express her gratitude to that fuck-tool for giving her such pleasure.

All slimy from her cunt, his cock tasted swell as she sucked it into her mouth for a moment and nursed the mingled creams from it. If his cock had responded, Kelly would have cheerfully sucked him off again, but Shepard was drained dry, and the cockmeat only quivered a bit as her sweet mouth savored it.

Raising her head again, her pretty face glowing with a well-fucked luster, she grinned.

"That was great, Shepard. Can we come here after your work again tomorrow?"

Shepard was enthusiastic about that prospect, as the two left the apartment- forgetting to clean up after their marathon fuck session.

Kasumi, meanwhile, had been waiting - and now, like any proper waiter, it was time to clear the table.

And those two had been messy.

She stayed in her room until the two were out of sight, then went down to her lower level. She stopped in her bedroom to slip into a dressing gown for the sake of any curious passersby, but her cloaking device would, of course, do most of the work. She then, in her dressing gown - but naked beneath, of course - went out her back door and strolled casually over to Shepard's apartment. She looked around warily. No one seemed to notice anything amiss, and she entered the structure through the front door and then up the elevator to THAT room.

The room had no true glass windows, yet it still retained the pungent, cloying scent of cunt-cum and the gamy, heady fragrance of jizz.

It made Kasumi's head swim.

The huge bed was so sodden with fuck slime that it looked like a piece of flotsam that had been washed up from a slimy sea.

Kasumi slid her dressing gown off and, naked, began to rub her tits and pussy onto the mattress, for starters. Then she began to mop up with her tongue. The slime was mixed together, but her educated palate could differentiate between Shepard-cum and pussy-cream.

She didn't know which flavor she preferred.

She took a taste of milky cunt-juice, then relished a tongueful of slippery cum. She sloshed the blend around in her mouth, then gargled the goo down her gullet and lapped up some more.

She placed her parted lips to the mattress top and began to suck the fuck-slime from the fabric, where it had seeped into the material.

She had plenty of time before anyone was due back- and that was just as well, because there was an awful lot of fuck-slime to be sucked.

Her imagination was running wild, images dancing like sugarplum fairies in her mind. She thought about sucking Shepard's cock, and she thought with equal desire about eating Kelly's pussy.

Then she thought about sucking them both at the same time - while they fucked.

That idea made her so hot that she had to pause and strum her clit for a moment. She creamed off pleasantly.

Then she resumed her obscene feast. Kasumi intended to make a protracted, multi-course meal out of this well-stocked larder.

How could she be expected to know that Shepard and Kelly would soon be back?

She didn't expect to see them again until the next day, if they decided to come.

But fate had decreed otherwise... Walking down a quiet lane in the wards, holding hands and halting to kiss from time to time, as lovers tend to do, Shepard and Kelly happened to notice a fallen crate near a back alley was occupied by someone.

"Isn't that Councilor Tevos and Councilor Sparatus?" Kelly said.

It was, indeed, as he soon could see them better.

Shepard and Kelly huddled together, cuddling and feeling each other up and getting horny all over again, as they peeked from some distance on the two regal-seeming leaders of the galaxy.

Sparatus pulled his fist up his cock-shaft and gently bumped against Tevos' parted lips, then pumped back and nudged the heel of his hand against his Turian balls.

The head of his cock pulsed in and out like an inhaling lung in Tevos' mouth. She blew down his prick as the knob flared and bulged, as if giving his prick the kiss of life - or maybe practicing some form of biotic aerobics on his muscular fucker.

Her drool ran down his cock and lubricated the steady stroking of his palm and closed fingers.

He felt a glob of pre-cum run from his open piss-hole and dribble onto her tongue.

"You like that, baby?" he rasped.

But she certainly wouldn't admit it.

"It's nutritious," she murmured, her throat working as she swallowed the slippery cock-lube. "And don't call me baby."

Sparatus put his free hand on the back of her head and tried to coax her to swallow down on his cock-lance, but Tevos steadfastly refused to take more than the cock-head in, determined not to give him a blowjob. Still, her mouth felt lovely on his prick-knob and the Turian was not going to complain.

Too, he could have sworn that she was sucking, whether she would admit it or not.

He skimmed his fist up lightly, then clamped his grip tighter and jacked off savagely. More drool streamed down his cock-shaft, threaded through with gooey streaks of his pre-cum.

"Ummmmmm! It's-it's..." she sputtered, almost forgetting herself in the heat of the moment.

But she came to her senses just in time and made no mention of how delicious his cock lube tasted.

"It's like yogurt and wheat germ," she said.

She came up for air.

Her face stayed over his stiff prick, turned down. Blobs of pre-cum dribbled from her parted lips and fell onto the head of his prick, almost sizzling when they hit the hot prick-meat. She stared down at his wet cock and licked her lips, and ingested a little pre-cum.

Then she sucked his cock-knob in again. Sparatus was ready to get his rocks off at any moment, needing only a few cum strokes. Instead, he stopped frigging for a little while, holding his cock well down at the base.

He thought she might object, wanting him to stick to the routine and get it over with.

But Tevos made no objection. Whether she would admit it or not, the asari was relishing a mouthful of cock-meat, and she was happy for Sparatus to take as long as he liked before he fed her his cum-load.

"Suck a little, Tevos," he rasped.

She didn't agree, but her pliable lips did seem to move a bit more. Of course, she may have just been doing some facial exercises.

Shepard had his hand up Kelly's short skirt and she was groping down the front of his jeans as they watched this oral examination.

The two lovers had been well satisfied following their antics in the apartment. But now, seeing Sparatus exercising his prick in Tevos' mouth, they were both starting to get as horny as if they hadn't creamed in ages.

But nothing was going to drag them away from the place they were hiding while the action was still unfinished. They were keen to see the pretty asari slut drink Sparatus' cum as a foaming finale.

Sparatus was jacking off again, slowly and deliberately, and humping up as he did so, fucking through his own fist en route to Tevos' mouth.

He was getting an inch or two of cockshaft in behind his cock-head now, but if the asari councilor noticed the sneaky intrusion, she made no objections.

Sparatus grunted and heaved and Tevos gulped as more of his cock-lube slimed her tongue. The flow had been oozing from his piss-hole before, but now, as he neared the crest, it was coming out in little jets, foreshadowing the way it would squirt when he shot his wad.

He could see only the back of her close cropped head as she groveled over his prick, but the two onlookers could see her gorgeous face at an angle - and noticed that she was smiling around Sparatus' cock.

The turian began to pound away faster on his prick, unable to contain his urgency any longer.

"Get set," he croaked, as if telling a substitute linebacker to put his helmet on.

"Oooooohhhh - feed me!" she moaned. His balls had become enormous now and his sexual equipment was booming. His cock-head was a solid lump in Tevos' mouth. It felt as big and as hard and as heavy as a shot-put she thought.

Sparatus jacked down and humped up - and his own load began to flood into her mouth.

The two voyeurs could hear her sputter and gulp and gulp as she drank greedily, sucking the wholesome, healthy jizz fizz from his prick.

His fist flew up and down his cock, pumping the cum out, and her throat pulsed as she drank deeply.

"Oh, baby - suck it up!" he wailed, forgetting himself in his rapture.

But Tevos was lost to the joy of drinking jism now, and didn't even notice that he had used that insulting endearment again.

Spunk spilled from her lips and ran down her chin, but she was gulping most of it down in a feeding frenzy. Because she refused to dive down on his prick, all of the thick cum was biting her taste buds before it slid down her throat, letting her relish the flavor of his jism before she ingested it.

"Suck that cock! Oh, shit! You've got a mouth like a fucking vacuum!" he croaked.

She was gulping his cock-cream down like an overheated athlete drinking Gatorade!

Sparatus shot his cum in slowly diminishing squirts, feeding her plentifully. Tevos swallowed all that he could supply. Shaking, the brawny turian slumped back in alleyway, grinning as if he'd scored a touchdown.

Tevos kept on sucking, making no bones about it. Now that she'd had a taste of his cock-cream, she could no longer carry on with the pretense that it was strictly for nutrition.

When she was certain that he had no more of the sweet stuff lurking in his balls, she drew away, daintily wiping her cummy lips. She, too, leaned back on her haunches, and they reclined there side by side.

"Was that good?" he rasped. "Ummmm! I feel so-so healthy," she purred. She tensed her cheeks and jaw muscles tentatively and then smiled. "I really needed a good facial workout. If I let you exercise in my mouth two or three times a week, I'll never get a double chin."

She might get fat, drinking all that high calorie cum, but no one said anything about that.

The two others lurked in the shadows for a few moments, to see if there was going to be any further action.

But Sparatus was done for the day.

He had shot one time, and that was his limit.

And Tevos was eager to get back in her chambers to her roommate now, so that she could French kiss her and see if Sha'ira actually knew what a man's cum tasted like.

Realizing that the show was over, Kelly and Shepard backed away from their spot in the shadows.

"Wow! I always thought that Tevos was a lez," Kelly said. "I always get a kick out of trying to show her my pussy and figured that one of these days she might give me a tongue-fucking." She thought about it. "Of course, she still might. Just because a lady will suck a prick doesn't mean she won't suck cunt, huh?"

Hearing that his sexy companion was interested in lesbian licking made Shepard junior even hornier. And now that he had Kelly's mouth and pussy to fuck, he wasn't at all interested in beating his own meat.

The two gazed at each other in tacit understanding.

"Let's go back to the apartment, Commander. Okay?" the ginger vixen suggested.

"You bet!" he enthused.

And so it was that the excited lovers, aroused yet again, went back to the apartment for another fuck-session in what they began to think of as their private love nest.

But they soon found out differently. They went to the elevator that started up to the apartment, navigated the interior to their room, and, when they entered their coitus closet, they were astonished to find themselves staring right at a firm, shapely ass looming up as a raven-haired female held her head down and sucked their fuck-slime from the bed!

The pale full moons of the thief's bare ass stuck up, wriggling, and below those globes her smooth cunt was streaming glistening pussy-juice down her inner thighs.

Kelly and Shepard looked at each other and then both looked back at the trim lady.

Just then, she came up for air and saw the pair peering at her from the edge of the platform. She twisted to gape at them, her face all gooey, like a ghoul caught at a grave.

They recognized her then.

Both knew Kasumi by sight, of course, as they had served on the Normandy together. And, for his part, Shepard had beat his meat more than once since the war while having naughty thoughts about the lovely master-thief of the galaxy.

"Oh! Oh, Shep! I'm so embarrassed," she whispered, blushing a delicate shade of pink.

But she noticed that both of them were grinning and looked more intrigued than shocked.

Shepard saw no reason to be shy and diffident under these strange circumstances.

"You're a cum-eater, huh, Goto?" he said.

With the creamy evidence all over her mouth and chin, Kasumi could hardly deny it.

"I-I saw you fooling around and - well, I got carried away," she admitted. She batted her dark lashes demurely. "In fact, I've been watching you jack off for a few weeks now, Shepard."

"You like to taste my jizz, huh?"

"Ummmmm," she sighed.

"Wanna drink some jizz from my cock?" the Commander blurted out.

Kasumi smiled enticingly.

Kelly wondered if she should feel jealous. But, somehow, jealousy was the last emotion she felt at the moment.

The two paramours crawled into the room and, without any hesitation, removed their clothing.

Kasumi looked back and forth between them, and Kelly was delighted to see that the sluttish thief was paying as much attention to her as she was to Shepard.

Kelly had been flashing her nubile body at Tevos, Liara, and, of course, Miranda a lot, hoping that the rumors about the powerful women being a dykes were true and that one of them might seduce her. Kelly was still intrigued by the idea of lesbian love and eager to give it a try.

Now the cute shrink realized that she might not have to wait for someone else to succumb to her charms.

Shepard was standing up as he removed his pants, and Kasumi was kneeling upright. Her head was on a level with his groin and, with lots of his cum already coating her sensual lips, the Commander had no inhibitions.

He stepped up and shoved his loins out. The soldier was so hot from watching the Turian councilor jerk off into the sexy asari's mouth that his prick was already drooling pre-cum.

Kasumi looked hypnotized, like a bird that had looked into the eye of a serpent. He thrust his cock out, and she began to lap the glossy cock-knob.

Kelly curled on her supple flank, watching the action with interest and hoping that she, too, would soon be getting some action from that sexy tart's mouth.

"Suck my cock, Kasumi- suck me off!" Shepard rasped, stabbing the tip of his big prick against her lips.

If she had been alone with the Commander, Kelly would probably have done a lot of licking to begin with, lingering over the lingual foreplay, the way that she had watched Kelly give detailed head.

But since she had a creamy-cunted young lady to take care of, too, she didn't dally on Shepard's prick. She parted her lips, and he shoved his prick in.

"Unghhhh - umpfffhhh!" she sputtered as he rammed his huge fucker right down her throat.

Shepard began to throw the cock-meat to her as she knelt before him, face-fucking her steadily.

Kasumi gulped as he clogged her throat, and sighed as he pulled out, and she sucked every inch and collared the flaring slab of his meaty prick-knob.

Her dark head tilted back and ducked down as she met his cock-thrusts, gorging on his cock. Her lips pulled out on his prick as he withdrew, and her lapper danced against the underside as he fucked in.

Kelly moved closer, wanting to be involved.

She fingered Kasumi's inviting asshole as Shepard humped and pressed her face in to nuzzle his balls. Those hairless balls were bloated and ballooning, and the young woman knew that Ms. Goto was about to get a lovely hot drink.

But she didn't mind, as long as she got her jollies, in turn.

Kasumi was working like a sump pump, pulling with her lips and her cheeks and using her tongue to embellish the suction. The wanton thief had cherished it second-hand, and now she was feverish for a load of that sweet hero-cum straight from the source.

"Slime, baby - jizz me!" she panted.

Kelly turned from Shepard's balls and began to suck Kelly's pert tits as they heaved up and down, nursing on the tips, wanting to make sure that the tight thief knew she was game for anything.

Shepard gaped down, surprised to see the young whore who he knew loved cock mouthing the other's tits just as if she were a lesbian. But he wasn't as surprised as he would have been before he watched the deviant Councilor Tevos swallowing Sparatus' cum-load.

Shepard was learning fast today.

"Give me your sweet cum, Commander- I'm hot to swallow your fuck-juice," Kasumi moaned. She shoved her tits into the ginger's eager face as she gulped down on the hero's gratifyingly huge cock.

Shepard jerked as if galvanized.

"Drink this, Kasumi!" he howled.

His prick exploded in her mouth and his lean ass jolted back on the recoil. His creamy cum whooshed out, slathering her tongue and gushing down her gullet.

Kasumi gurgled with cum-drinker's glee and moved her dark head up and down frantically. Shepard's cock was foaming off like a fire extinguisher, bathing her tongue with a blanket of thick jism.

As she had known, the marine's jism was even more scrumptious when she sucked it from his cock and balls than when she licked it up from the mattress.

She knew how much the horny hero shot, having seen him jack off countless times, yet she was still amazed by how much sweet cum he was feeding her.

Kasumi didn't think she had ever swallowed so much cum from a single prick on a single cumming. Her Kenji was a virile man, yet it would have taken him a week to feed her as much cock-cream as this lovely soldier was feeding her on a single blowjob!

Her tongue was floating, her sucked-in cheeks drenched, the roof of her mouth coated with cum like a limestone cavern. Cum gushed down her throat.

Shepard held her face between his hands and fucked his cock down her throat and stopped humping, letting the last of his cumload trickle out in her gullet.

He staggered back and she sucked up the cock-shaft as it slowly pulled out of her mouth.

"You've got a beautiful cock, Shepard, and yummy spunk," she told him, licking her cummy lips.

"Goddess! You can blow me anytime, Kasumi!" he offered.

"All the time," she suggested.

Shepard didn't think that Kasumi sucked cock any better than Kelly did. They were both expert and enthusiastic and greedy. But the fact that both were here at the same time enhanced his pleasure.

It gave him a thrill to cum in her mouth.

And he was looking forward to sucking her cunt, too, guessing that a lover who sucked cock was certain to fuck, as well. Although her voracious mouth had milked him to the bone, that bone was still hard and ready to sink into her hairless, juicy pussy.

But little Shepard had to wait his turn now...

Kasumi gently drew Kelly's pretty face up from her saliva-soaked tits and kissed her on the lips. They let the residue of Shepard's slippery jizz slide back and forth between their mouths as they sucked tongues.

"Do you eat pussy, Kasumi?" Kelly panted.

"Yes, baby," Kasumi panted into her mouth.

"I never had a hot babe suck my cunt, but I'm hot for it. And I wanna go down on you, too," Kelly moaned.

This shocking news astounded the Commander.

But it delighted Kasumi to find out that Kelly had never known the joy of lesbian love - and that the lovely young assistant was eager to suck as well as be sucked. It was like seducing a virgin, in a way, and Kasumi was determined to make Kelly's first lesbian experience a memorable one.

"Let me show you how I do it," she purred.

She licked Kelly's drooling lips and explored her mouth with her tongue, then sucked on Kelly's tongue, demonstrating exactly how her mouth was going to pleasure the redhead's pussy.

Kelly was trembling and vibrating in anticipation of oral love with this horny, raven-tressed beauty - as keen to gobble gash as she was to have her own pussy sucked. She fed her tongue to Kasumi's mouth and fluttered it around. Kasumi sucked it like a clit. Then Kelly sucked on the thief's tongue in response.

Then Kasumi began to go down.

She lowered her head onto Kelly's plump tits, licking the mounds and into the deep, smooth cleft and sweeping her tongue up to her swollen pink nipple. She nursed on the nipples, switching back and forth.

Kelly dropped back along the mattress, lifting her knees and parting her slim thighs.

Kasumi kissed down her tummy, licked out her belly button, then slurped in her waxed mound. Then she went on down, tonguing down the inside of one thigh and licking back up the other trembling leg.

Kelly tilted her crotch up eagerly.

"Do my pussy, baby!" she whimpered.

But Kasumi teased the young woman, licking up to the crease of leg and loins, but avoiding the cunt-gash. Her nose brushed Kelly's swollen clit as she turned her face between her slim thighs.

"Oooooh! Don't tease me - tongue-fuck me!" Kelly wailed, tilting her cunt up again.

Shepard hovered over them, as keen to see some deviate cunt-lapping as Kelly was to feel it.

Kasumi held Kelly by her hips, tugging her haunches up and turning her slightly.

"Roll over, sweet baby - I wanna rim out your asshole for an appetizer," the dark haired slut moaned.

Kelly gasped and twisted over belly down hiking her naked ass up. She thought that ass-licking was really wicked - and all the more thrilling because of it.

Shepard gaped in awe at this depravity, and his prick began to pound like a jackhammer under the sordid stimulation of what he was witnessing.

Kasumi placed her open hands on the hard, round cheeks of the ginger woman's ass and gently pulled them open, exposing her asshole. Kelly's asshole was tiny and tight and tantalizing.

Kasumi nudged her nose into Kelly's asshole, sniffing and snuffling the tangy slot.

She ran her tongue up through the musky crack of the young slut's ass, then began to lick her asshole. She lapped at the ass-ring, then stabbed in.

Kelly squealed and whimpered as she felt a tongue probing into her ass. Lesbian sex had more elements that she had dreamed of - and Kasumi was obviously versed in all the details of distaff dalliance.

Kasumi's began to French-kiss Kelly's shitter.

As her lapper slid up the chute, her lips sucked on the tart, tasty rim. She drooled into the young woman's shit-chute, then sucked her own slobber back out, flavored deliciously by ass-juices.

"Ahhhhh - eat my ass!" Kelly cried. "Yeah! Suck her ass, baby!" Shepard moaned.

The Commander leaned down so that he was cheek to check with the ardent ass-eater as he watched her pink lapper probe into his lover's asshole.

Kasumi dearly loved to rim and ream a young lass's ass, but Kelly was squirming so much that she was afraid the young bitch was going to cream off too soon. She gave her hole a last loving slurp and drew back.

It was time for some cunt-lapping now, and Kelly knew it. The limber doctor rolled over again and jerked her cunt up.

Kasumi's face hovered over Kelly's mons, her nose flaring as she breathed in the aroma rising from that overheated pussy and her eyes glowing hungrily.

Kelly's cute pussy was open so wide it seemed to have turned inside out. The dark inner pussy-folds were exposed, and her pussy-slot was as full as a cream bucket.

Kasumi dove in tongue-first.

She danced her lapper on Kelly's stiff clit and spooned it in her cunt-slot. Then she clamped her lips to the young woman's gooey gash and started to suck steadily. She was stuck to Kelly's cunt like a limpet to a mossy rock.

Munching merrily away, Kasumi used her tongue and lips in conjunction, spooning and sucking, slurping and licking.

Kelly was going wild. No man had ever given her head as good as this lustful lady.

She began to melt.

Waves of exquisite sensations raced across her trim tummy and jolted her thighs. Her clit detonated and the core of her cunt creamed.

Kasumi held her by the cheeks of her ass and tilted her up as if Kelly's fuck-hole were a goblet she was draining to the dregs.

"Cum - cum - cum," she panted into Kelly's pussy, her voice muffled.

With her dark head down and gorgeous ass hiked up, the wanton thief presented an intriguing picture to the Commander. He knelt behind her haunches and started to guide his prick into her cunt doggy-style.

The cock-knob nudged into her cunt-slot. But Kasumi loved Kelly's sweet pussy so much that she wanted no distractions. She was hot for a cuntful of the soldier's big prick, to be sure, but she wanted to enjoy it after she had finished sucking Kelly's pussy, so she could concentrate on one pleasure at a time.

She reached back to dislodge his cock.

But his cock was throbbing so savagely that Kasumi realized the potent vanguard was liable to shoot off soon, whether his cock was up her cunt or not.

And she wanted every drop of his cum in her body - somewhere. Feeling deliciously depraved, she grasped his magnificent fucker and levered it up.

"Fuck my ass first, baby," she panted. Shepard gasped. He had just been watching Kelly's tight shit-hole sucking on Kasumi's tongue - and he could just imagine what it would feel like to have a shit-chute working on his prick. It was, too, another aspect of his virginity to be gotten rid of.

Kasumi guided his cock-head to her asshole and he began to wedge it in. He gaped down. His mushroom-shaped cock-knob looked too big for the tiny opening of her asshole.

But Kasumi knew more than the Commander did about such things. Her ass-muscles fluttered and rippled and her ass-ring opened to accommodate his prick.

His cock-knob sank in.

It was the fattest part of his prick, and if the cock-head would fit, he knew damned well that the rest could be packed in behind it.

Holding her by the hips, he inched his long fucker up into her asshole. It went in smooth as silk. He fucked in to the hilt and his balls jammed to her crotch as his cock vanished up her ass. Her pussy was juicing over his hairless balls.

He held it all up her, moaning at the feeling as her shit-chute sucked on his prick, as if she were swallowing his prick from the wrong end, giving him a blowjob backwards. Kasumi's asshole felt exactly like her mouth had, both ends of her digestive tract interchangeable.

He was up her ass so deep that he thought the head of his cock might come out of her mouth and slip into Kelly's pussy, fucking the tight redhead via the conduit of the raven-haired thief's alimentary canal!

He began to pull out and fuck in. Each time Shepard stuffed her ass, Kasumi's tongue shot up Kelly's pussy, as if his big cock were forcing it from her mouth.

Sucking pussy and taking prick up the ass, Kasumi was in a state of pure ecstasy.

She undulated between the two, shoving back, the buns of her ass bumping on the flat plane of Shepard's belly as her tongue explored every nook and cranny of Kelly's foaming fuck-hole.

Kasumi's ass seemed to be swallowing his cock-meat, and Shepard began to spill out pre-cum into her bowels.

"Ummmmm! Pack the fudge, Shepard," Kasumi moaned. "Shoot your cum up my ass!"

Shepard poured his steaming hot cum enema into her ass-guts as Kelly peaked in her mouth. Cum swirled up her digestive tract from behind as she gulped pussy-slime down from the other end, turning her torso to a torrent, filling her greedy belly from both ends.

And they weren't done yet.

Kelly's pussy was well sucked and satisfied, but cunt-lapping was a mutual joy - and now the tart's tongue was as hot as her clit had been.

She twisted sinuously around to get at Kasumi's tasty cunt.

Shepard was pulling his slimy prick out of Kasumi's cummy asshole now, and Kelly paused to watch.

His long cock came out as it had gone in, inch by inch - and it was still fat and firm. The cock-knob slurped from her ass-ring and the big fucker jolted upright. Creamy cum poured out of the thief's fluttering asshole.

Kelly sucked Shepard's prick into her mouth, tasting Kasumi's succulent ass on the soiled prick-meat. She mouthed the fuck juices from his cock, then turned eagerly to Kasumi, who was still in the dog-fucking position.

Kelly sucked the thief's dribbling asshole, swallowing Shepard's jizz as it came out.

"Turn over, Kasumi- I'm hungry for cunt," Kelly babbled into the ass-slut's slimy crevice.

Kasumi twisted around to feed Kelly some pussy. But she saw that Shepard was still hard, his cock still vibrant. Shepard and Kelly were both looking hot for her cunt now, and Kasumi couldn't decide between the her's big prick and the shrink's nimble tongue.

Both at once would be nice, she thought.

Kasumi pushed Shepard down on the mattress and squatted over his hips. She ladled the head of his prick around in her cunt-slot, then pushed down and hunkered on his loins, taking his towering cock-lance up her pussy to the hilt. She held it all in her, wriggling.

Kelly gave a gasp of frustration, finding that the cunt she was yearning to eat was occupied by cock-meat. She began to suck Kasumi's asshole again, adoring the tangy confection, but wanting to suck cunt more.

Kasumi didn't disappoint the hungry young whore. The lithe thief began to slowly turn around, rotating smoothly on Shepard's upthrust prick.

With all of his cock buried, she turned through a half-circle so that she was facing his feet and her ass rested on his flat belly.

She was presenting a smorgasbord of cock and cunt to Kelly now.

Kelly gazed into Kasumi's widespread gash, gasping in fevered anticipation. Kasumi's pussy was jammed down on the root of Shepard's prick, spilling out cunt cream around the rim of the coupling.

The young ginger flopped belly-down and slithered in with her chin on the mattress. She began to lick Shepard's hairless balls for starters, lapping up the juice that Kasumi's cunt was spilling onto the pink sacs.

Her radiant face shifted up, and she took Kasumi's stiff clit into her lips, sucking the swollen nubbin and making her shudder.

Kelly wasn't interested in Shepard's cock at the moment, since she had already sucked that tasty fucker a lot, but the fact that it happened to be stuck up the pussy she was hungry for didn't trouble her in the least.

She wedged her tongue into Kasumi's cunt-hole alongside Shepard's prick. Then she put her parted lips to the cock-stuffed cunt-lips and began to suck.

Cunt was as scrumptious and as suckable as the slut had expected it to be - even more succulent, if anything - and Kelly had become a confirmed cunt-laper with the very first taste. She seemed to know how to eat a pussy just as she had known how to suck cock the first time, as if the skill were instinctive. And her enthusiasm for the one was as great as for the other.

Kelly would never lose her appetite for a mouthful of prick and a bellyful of jizz, but she intended to eat all the pussy she could, from now on.

Kasumi squatted down on the root of Shepard's cock, not riding yet, waiting for Kelly to get the oral action going. Then she began to slide up and down, fucking herself on his prick while the ginger vixen sucked and tongued at the junction.

Moans and whimpers and slurps drifted out of Kasumi's groin now, as Kelly dined sumptuously. Kasumi fucked up and down, making it a moveable feast.

Kelly sucked Shepard's balls as cuntjuice washed over them like a tide. His cock came out glistening and she slurped and sucked it, savoring cunt-nectar on the cock-meat.

She tilted her head so that Shepard's cock was fucking through her lips as it sank in and pulled out of Kasumi's gooey cunt-gash. He began to spill out a lot of cock-lube.

Cunt-juice poured from Kasumi's fuck-hole, with globs of pre-cum streaking the dime. Kelly sucked the seepage up from Shepard's cock-shaft ad balls and then slurped more out of Kasumi's melting pussy as the thief began to orgasm.

Shepard howled like a banshee and bridged up as his climax hit.

His cum-load geysered up into Kasumi's cock-filled cunt then came flooding out into Kelly's mouth. Kasumi pounded her pussy up and down, draining the hero's cock and balls and working her own spasms off.

"Suck, baby - suck!" the dark-haired babe urged the slim ginger learner.

Kelly kept on sucking like a vacuum cleaner, swallowing a delectable blend of cum and cunt-cream, never wanting this muff and meat meal to end.

Shepard ceased shooting cum at last.

Kasumi kept on fucking, but the virile marine's cock was spent again, and it bent and came out. His prick sagged down, but Kelly didn't mind. It just got it out of the way.

She clamped her mouth on Kasumi's vacated cunt-slot and sucked every drop of cunt-cum and jizz from her pussy.

Naturally, Kelly's cunt was smoldering again by the time she was finished feeding.

But that was no trouble at all.


	2. Chapter 2

As she activated her omni-tool, there was a faint sound and the middle bookshelf slowly spun open revealing a long, lit tunnel stretching out from it. She stepped around the bookshelf and out into the tunnel. Slowly walking down the tunnel, she felt a faint breeze brush against her sculpted cheek. Just then, she remembered she forgot something and turned around. Aiming her omni-tool at the opening, she entered another code and watched the bookshelf/door close, disappearing as it melted back into the wall. It blended back into the wall so well, you couldn't even tell it was an opening, even if you knew it was there...

The Keepers sure seemed to have thought of everything when they tended this place, Miranda thought to herself as she walked down the tunnel. up to the end where a room full of screens existed.

I wonder who Shepard is fucking tonight, she asked herself. Reaching down, she turned a big metalloid wheel and pushed the steel door open. As she stepped inside, a light flicked on revealing all sorts of moving images on the room full of holonet screens. The viewing room, Miranda thought to herself. Walking over to one wall, she saw a series of square images that looked out most of the Citadel's elite locations. Moving around the wall, she could see into every room of the Presidium, and much more.

But there was almost no movement. Being the middle of the night, there didn't appear to be very much activity around the Citadel at this late hour,as even politicians slept sometimes, especially in the respite from war. Stepping around the walls, peering out into the screens, she was unsurprised when she saw a soldier atop a young woman, pounding away at her pussy with his big dick. The man and slut were naked and lying on the soiled floor of an obviously well-used sex haven and around them were scattered their clothes.

All she could see was the soldier's back and ass, as he furiously pumped his cock into the nubile body underneath him. Although she couldn't see the woman's face, she appeared to be enjoying the fucking she was getting as she was digging her heels into the man's bouncing ass to urge him on.

After the bodies proportions, Miranda assumed that it was Commander Shepard fucking Kelly Chambers. This was not the first time she'd seen the fornicating pair at it. And if she remembered correctly, the marine had been told to be more careful where he fucks his partner by several... flustered females. But he was a horny dog. Just like she wanted. Fucking him was the only thing on the her mind after he helped her with her father... and now the Commander was not slowing down as he seemed to be rocking his ass back and forth, hammering his cock into his willing partner. Shepard's body blocked Miranda's view of his partner so that all he could see was her flailing arms and long, lovely legs wrapped around Shepard, pulling him down into her.

As he watched the rutting pair, Miranda could hear Shepard grunting with effort as his partner groaned out her pleasure. It was difficult to see from her position, but he caught an occasional shot of his thick, hard prick as it slid in and out of the bitch's pussy. The pussy was obviously well-lubricated as John's cock was glistening wetly in the dim light.

Then suddenly Miranda caught a hint of movement out of the corner of her eye. Quickly glancing over from where the movement had come, she saw the room's door slowly open until there was a crack about an inch wide between the door and the sill. Turning her attention to the door for a moment, she could vaguely see the outline of someone standing in the darkened hall peeking through the crack. It was too dark for her to make anything out of the dark image, so she decided to investigate it closer.

Raising her arm, she zoomed in with her omni-tool until she saw that it was Shepard's best friend, Liara T'Soni, who had joined her in sneaking a look at the copulating duo. Standing alone in the antechamber of the room, which was more like a small locker room, Liara had her eyes glued to the crack intently peering into the sex hut.

After she found out from Kasumi that Shepard was finally fucking, she was sneaking around every few nights just to watch after a very intense broker session or hard day. Or simply just to lose her self and get away from the every day stress, fantasizing about her idol. She just disrobed in the antechamber, when she heard some noises coming through the bedroom's door. Cracking a little the door, she watched inside. And her mouth dropped. Her best friend, John Shepard was fucking someone- and beautifully. At first she just couldn't believe it. But then... well, she started to find the show a very enticing one...

She was wearing a pair of tight panties and her round, blue breasts were bare. As she watched her best friend fucking someone, she took the big, firm hills of flesh, already large enough to drive some matrons or human pornstars to jealousy in her hands, squeezing and rubbing them roughly. She knew well she was on her way to becoming a ravishing beauty and was already blossoming out unbelievably for her just over 100 years.

Watching the fucking pair, her hand was squeezing and mashing her breasts roughly as she ran the other hand down into her panties. Miranda watched on with lustful fascination as she saw the front of her panties balloon out as her hand eased down between her legs. The way her hand was moving inside her panties, it was obvious that she was growing more and more excited with each passing moment. Wondering if Shepard and Kelly had assumed a more exotic position, Miranda zoomed the camera back and looked down at them. As she did, she saw that Shepard had pulled his dripping cock out of his whore's sopping pussy and had crawled up until his cock was waving just above her face.

As the bloated monster swayed back and forth above her face, she reached up and pulled it down toward her mouth. As the great purple prick-head neared, she opened her mouth and lovingly sucked the big cock-head inside. Her pouty, red lips slowly crept up the thick, hard shaft of his cock as she sucked more and more of his cock into her mouth. Reaching down, Shepard took his aide's head in his hands and slowly began to fuck her face. He held her head imprisoned between his hands, holding it tightly as he slowly began to slide his dick in and out of her mouth. As he eased his cock into her mouth, she let him slide the entire ten inches of his cock into her mouth and throat. He held his cock thrust down her throat for a few moments and then slowly withdrew it and began to fuck her face with short, jabbing thrusts.

Miranda could tell that he wasn't going to last much longer by the way he was snorting and carrying on. Helping him along, Kelly had grabbed the cheeks of his ass and pulled him all the way inside her mouth until his belly thudded into her face. Quickly pushing him back, she let his dick slide almost all the way out before she jerked him back into her mouth taking him all the way to the hilt again.

In and out, in and out, she pushed and pulled on him until at last, Miranda heard an agonizing grunt as Shepard thrust his hips forward fiercely, impaling Kelly on his cock. She eagerly took all of him, her mouth wide open and pressed against the base of his cock. Shepard groaned and grunted for several moments, still holding his yeoman's mouth plastered down on his groin. At last, he began to pull his cock back out of her mouth, wincing as the tender cock-head slowly came popping out of her mouth.

"Goddess, Kelly," he sighed, falling down beside his first. "You must give the best head in the galaxy."

"Glad you enjoy it," she grinned, sitting up and lifting her arms above her head to show off her firm tits. "You remember that, and besides that has to last you until I come back."

"That's right," he groaned, "you're leaving for Christmas vacation. I had forgotten about that. What am I going to do without you for relief?"

"You can use your hand," she grinned, swinging her legs under her lovely bum and getting up on her feet, "and I had better not hear of you cruising the Citadel while I'm gone, you horny stud."

"I'll try," Shepard laughed, watching his partner's lovely ass jiggling sexily as she walked away from the bed. "What time will the shuttle leave?"

"Around eleven, but I might come back a few days early for the office party."

"I'll miss you," he said, getting to his feet and walking to a bathroom to wash up and go back to his office before someone found him gone and started a Commander Shepard search.

"I'll miss you, too," she answered back from a hot tub, washing her lovely body, preparing to go back to her own devices.

Seeing that the show was over, Miranda zoomed the camera back to the door where she found Liara earlier, but she didn't found her there. Looking at another screen that showed the antechamber of the room, she found that Liara had disappeared. Looking in other screens, she finally found her in her apartment, lying on her large bed with her drapes closed and with her legs spread apart and her hand busily working on her clitoris. She could hear her mewling quietly as her finger rapidly flicked herself toward an orgasm. Her finger was a blur as she rubbed herself mercilessly. Her little whimpering sounds were growing louder and more impatient until, suddenly, her body stiffened and she began moaning loudly. It was obvious that she had tripped herself off into an orgasm, but it ended as quickly as it had begun.

The other ladies that occupied that complex were sleeping away when she came in, never knowing what was happening in Liara's bed. Those closed drapes hid everything happening on the bed, but if the occupant didn't have the soundproof model, everyone in the room could hear. And Liara forgot that when she came in, as randy as she was after her viewing. And one in particular was very aware of what her roommate was doing and started to giggle.

"Damn, I need a real cock," she cried out softly in frustration. "Maybe tomorrow night I'll remedy that."

With that, she flounced over in the bed and pulled the covers up over her body.

Realizing that the second "show" was over too, Miranda moved to other screens to watch what was happening in the castle during the night. But seeing nothing else, just politicians and C-Sec patrolling and everybody else sleeping, she went back to her office. All was well in the Citadel. Especially with Shepard's joystick. He was starting to become her dream partner, with an insatiable sex drive. For the moment he was just fucking only one woman. But what if he was offered more pussy- and a few assholes?

If she could get him alone for a while with that redhead nuisance on vacation, she could use her perfect body, unbelievably sweet and juicy cunt, and virgin ass-pipe to sway him to fuck her unconscious. After all, she was built for sex by her sadistic father, and she had acquainted herself were the various techniques on plastic playthings. Wouldn't that Chambers be thankful enough to fuck Shepard as one of many? She still remembered the talks given by him on their suicide mission, and how she had been fascinated by him thoughout their relationship. He was obviously attracting all of their female fellows now, as word of his truncated celibacy began to spread. Other men in the station woud undoubtedly grow angry at the absolute tail that Shepard would attract- and jealous of the times he would cream in a willing orifice. Good thing with that Shepard was sterile after the Lazarus Project, or the willing Citadel tramps would soon have a bellyful of child from the Presidium to Zakera Ward. This way there was nothing to worry about on that end. But of course, there were other things to consider. One being tasty pieces of ass like Dr. T'Soni, Samara, Tali Zorah, and that maniac bitch Jack. They were very much... infatuated with the Commander, even as she was. Maybe they would be open to... sharing acts that generally were performed as a couple. Maybe they could come to share the things they did, where they did it, how many could did it at the same time.

And if she was correct, the Lion of Elysium would be up for the challenge... if he let himself cut loose. A pity he only had one pussy to stretch- for the moment.

It was around eight o'clock at night, a day later. The Citadel Presidium was very quiet because almost everybody has gone home for post-war vacation, of sorts. There were only a few people left... those that didn't want to leave the posh area... or as was Shepard's case, he didn't have anywhere better to go. Well, he did, but his fuck-buddy was away, and he didn't want to be alone with any of the hot babes he had served with. Maybe Garrus or Joker, but Garrus was always calibrating something, and that was a bit much sometimes. Well, there were also the N7s, but Vega pulled some shit a week ago and he wasn't quite ready to spend significant time with him. There were also the shadowy Initiative that even he didn't know much about, but he wanted to to relax a bit before taking on any mysteries.

He sat in the hot tub of the his apartment's bathroom that he usually used and was sipping on a glass of Serrice Ice. That Chakwas sure was a bad influence on him. He started drinking brandy. He had already drunk half the bottle as he relaxed in the hot, bubbling water.

Wishing that Kelly was with him, he ran his hand down inside his bathing trunks and rubbed his big, thick cock. That was sure some good head she had given him last night, he thought. She seemed to love to suck on his cock and he loved for her to do it. Smiling to himself, he closed his eyes and recalled the feel of her lips around his cock.

Then as he lay there reminiscing, unknown to him, Liara stepped into the antechamber of the bathroom. She started disrobing from her civilian garb, and then started for the bathroom door. Now she was wearing only a tiny string suit that left very little to the imagination as she sauntered towards the bathroom door with her blue jugs bouncing wildly. They were jouncing about so much, it looked like they would flop out of the inadequate bikini top at any second. While the bikini top did cover the areolas and the nipples of her proud breasts, it failed miserably in the back where the cheeks of her delectable ass were completely bare.

Smiling to herself, she strolled across bathroom toward the hot tub, swinging her hips back and forth enticingly. Fingering the straps of her string suit, she knew that all the skinny straps converged in one clasp in the middle of her back and with one yank on the clasp, the whole suit would drop away leaving her as naked as a jaybird.

"HI! Can I join you?" she asked loudly, halfway across the bathroom.

"What...uh...what did..." Shepard stuttered, as he was startled out of his meditation.

"I asked if I could join you," Liara laughed, walking across the room swishing her hips from side to side provocatively.

"Oh...sure...climb on in," Shepard blushed, but he was unable to keep his eyes from sweeping over her exposed flesh. Damn... he never knew his best friend looked so good in a bikini... no... this was a micro bikini.

"Like my suit?" she asked him, dipping a toe into the water.

"I hope you didn't pay too much for it," he blushed like a redhot iron, "because if you did, you sure got taken. There isn't a whole lot to it"

"I wouldn't want to deprive all you helpful humans of a good look," she returned his grin, stepping over to the bar and getting a glass. "You don't mind if I share some of your brandy, do you?"

"Help yourself," he told her, picking up the bottle and pulling out the cork.

"Thanks," she said, slipping down into the frothing water and sitting down across from him.

Trying to conceal his obvious discomfort of being alone with Liara in such a state of near nudity, Shepard refilled his own glass before passing the bottle to her.

Smiling at him again, Liara took the bottle and quickly filled her glass to the brim. Setting the bottle down, she looked at him over the rim of the glass as she took a sip of it.

"Goddess, that's some good stuff," she remarked.

Several tension-filled, awkward moments passed before Liara finally spoke again.

"How long have you been in?"

"Only about ten minutes," he told her, taking another sip of brandy.

"This water feels so good," she sighed, leaning back and letting her tits float on the surface of the bubbling water.

The conical mounds broke the surface of the water and poked out of the water proudly with her prominent, pointed nipples jutting up against the thin material.

Shepard tried not to stare at Liara's ripening charms floating before him as he sat across from her.

"You sure... uh... fill out your... uh... suit... what little there is of it," he remarked, taking another gulp of his liquid courage.

"Why thank you," she grinned, thrusting her breasts up out of the water even farther. "I think my breasts are filling out quite nicely, don't you?"

"Uh... what?" Shepard spluttered. "What did you say!"

"I said I thought my breasts were filling out quite nicely," she smiled at him brazenly. "Don't you agree?"

"Uh... I... I suppose," he muttered, glancing down at them again. "But it's hardly the thing two friends should be discussing. Especially when they're... uh... we're... uh... all alone... uh... like... uh... like this."

"Why not...you started it?" she smarted back at him. "Don't you think my breasts are pretty?"

"Well...uh...well...uh...you know...uh...I do," he stammered, his face flushed and wet with sweat from the hot water he was in and getting into, "but...uh...well...uh...you know that... um... isn't supposed to think that...that...way...uh...you know what I mean..."

"I like it when I see you looking at me," she grinned wickedly. "It makes me feel proud that my bestfriend and personal hero finds me attractive."

"Well, there's no arguing about that," he blurted out, having difficulty breathing. "You are one good-looking lady."

"Thank you, again," she smiled at him.

Tension in the room was thick enough to cut with an omni-tool as they sat across from each other grinning inanely at each other, sipping their brandy.

Then Shepard realized that his glass was empty. Reaching over to the bottle, he started to refill his glass.

"Whoops," he said when he saw that nothing was coming out of the bottle, "it looks we're out of Serrice."

"Why don't you open another bottle?" she grinned coyly.

"Are you trying to get me drunk?" he laughed.

"Could be," she giggled, her tits bobbing up and down merrily.

"It's a good thing the the others don't usually romp over here unannounced, or they would be chewing both of us out for drinking so much brandy without them," he said. "And they'd have a coronary if they saw what you are wearing."

"I know," Liara said knowingly.

When Shepard stood up it was unmistakably evident that Liara's display of bare flesh was having the desired affect upon her bestfriend.

Glancing down at himself as he started to step out of the hot tub, he saw that his wet trunks were clinging to him outlining his cock that had grown big, thick, and ripe.

Looking over at Liara, he saw that she was openly staring at his swollen trunks, and with obvious interest.

What was she up to, he wondered, dropping his hand down to hide his erection from her?

They shouldn't be doing this, he told himself as he trudged over to the bar leaving a trail of water behind him. Looking through several bottles of brandy, he finally selected another bottle, this one cheaper. Because of their status, in the military and political world, about any alcohol was very available. But not many of the crew had been drinking it. But, after sharing a bottle with Chakwas and finding the booze lowered him timidity with Kelly, Shepard had stocked his apartment with some sex-fuel for his redheaded fucktart dynamo; still he didn't want to take advantage of the vendors, so he didn't always take the best stock.

Watching her bestfriend open the bottle, Liara smiled to herself. Her friend had a roaring hard-on and she was the cause of it. Just knowing that she had made him hard sent an additional glow of heat coursing through her azure, making her nipples swell up even larger and harder.

Grinning devilishly, she eased her hands up to the flimsy top of her bikini and slipped it off her tits, baring her pert, pointed, purple nipples.

Smiling innocently, she watched as her bestfriend turned and started back toward the hot tub with the new bottle of alcohol in his hand.

"WHAT ARE YOU...UH...OH...GODDESS...UH...WHAT ARE YOU DOING?" he spluttered, stopping at the edge of the tub and staring down at her, not able to keep his eyes off the bare breasts.

"What do you mean?" she innocently smiled up at him, thrusting her breasts out at him.

"Are you trying to give me a heart attack? You know you shouldn't be doing that in front of me. Cover yourself back up before we get in trouble," he grunted.

"There's no one here to get in trouble with...besides you said that I filled out my suit," she smiled up at him, "so I wanted for you to see how pretty they were. Don't you think that they are pretty?"

"Goddess, Liara," he groaned, "You shouldn't be doing this."

"What do you mean?" she asked innocently.

"You know what I mean," he growled back at her, slipping back into the tub to hide his aching cock that was so hard it was threatening to explode at any second.

"I think that you really like them," she said teasingly, "because when I saw your thing, it looked like you were enjoying the view very much."

"LIARA!" he gasped.

"I mean that this," she said, lifting her foot up to his crotch and rubbing the bulge through his suit with her toes, "was all hard and everything."

"WHAT IN THE NAME OF..." he blurted out as her toes caressed his manhood, sending jolts of electricity racing up and down his spine. "Are you crazy? What...what are you doing...uh?"

Finally, he made a feeble attempt to brush her foot away from his throbbing cock.

"What's wrong, don't you like it?" she giggled, bringing her other foot up and trapping his big, hard cock between them. "It sure feels like you do."

"You're going too far..." he gulped, his breath coming in ragged gasps. "You'd better stop...stop right now before I do something we'll regret..."

"Stop what?" she smirked, flagrantly squeezing his bloated prick between her feet.

"YOU KNOW WHAT!" he groaned, sweat flowing down his face from the heat of the tub and the heat Liara was creating inside him.

"You mean you want me to stop this," she gushed, letting her feet drop to the bottom of the tub.

"Well...okay...but then...then how about this?" she grunted, quickly splashing over to him and grabbing hold of his penis through his trunks.

"OH...GODDESS...NO...PLEASE STOP BEFORE IT'S TOO LATE," he blurted out, using every bit of his willpower to keep from grabbing hold of her.

With one last vestige of willpower, he grabbed her wrists and tugged her hands away from his throbbing hardness.

"Okay...if you won't let me hold it..." she pouted, moving away from him and slowly stepping up onto the seat of the hot tub.

Standing on the seat, she turned around to face him.

Thank the Goddess, he groaned to himself. He didn't know how much more of that he could have withstood.

But now what, he wondered as her eyes found his?

He watched on with fearful anticipation as she slowly reached around behind her back.

With one little flick of her fingers, she unsnapped the hasp. As she did, the straps of her suit shot loose, baring her whole body to his gawking stare.

Shepard couldn't stop himself. His eyes shot down from her exquisite, youthfully pert tits, down to the smooth blue mound by her glistening azure. Unable to believe what he was seeing, Shepard glanced down incredulously as her tiny little string suit floated on top of the water.

Naked as the day she was born, Liara stood before him. His bestfriend. The girl he had saved from the Krogan on Therum. The girl that went with him across the stars. The smartest asari of her age. The girl that went with him on a mission to Kronos. The girl... who until a few moments ago he believed to be just one of the crew. And she was so beautiful.

As if reading his mind, she slowly turned, giving a view of her beautiful backside. His heart was beating at such a thunderous rate, he felt like it would explode any second

She stood there, a living, breathing goddess as he gawked up at her like some love-stricken teenager.

Finally, years later it seemed to him, she lazily stepped up out of the tub, intentionally spreading her legs just enough to give her bestfriend a brief glance at the delicate furrow of lighter blue flesh between her legs before she turned around to face him again.

He watched on in mortified shock as Liara eased down onto the edge of the tub directly across from him.

Smiling lecherously at her gasping friend, she stretched her arms back behind her and leaned back, spreading her long, shapely legs apart as she did.

Shepard tried to swallow, but his mouth was as dry as Tuchanka while he stared down at the thin, delicate furrow between Liara legs slowly opening to reveal the wet moistness of her soft cyan pussy. Staring at the wondrous treasure nestled in the those luscious legs, he thought his head was going to explode.

Seeing the anguish on her bestfriend's face, Liara grinned at him and hooked her heels on the edge of the tub. Grinning wickedly, she spread her legs apart even farther as the blue softness of her inner thighs framed the weeping gash of her vagina. Like a beautiful, dew-drenched violet, it slowly unfurled, gaping open wider and wider.

"OH, GOOODDDDESSSSSS, WHAT ARE YOU DOING?"

"Would you like to have some of this?" Liara whispered, running her finger down the wet, slippery slit.

"GODDESS," Shepard gushed, unable to hold back any longer. "GODDESS..." he spat out again, as he struggled to his feet.

The water sloshed out of the tub in waves as he scrambled to shuck his bathing trunks off. Gasping for breath, he kept his eyes on the glistening gash of forbidden flesh between Liara's thighs as he fought to tear his trunks off. Finally, with a grunt, he stepped out of the trunks, leaving them floating by her suit. Then another giant surge of water splashed out of the tub as he splashed over to Liara. Throwing caution to the wind, he stepped up on the seat and stood before her with his thick, wicked cock sticking straight out, pointing directly at her weeping azure.

"IS THIS WHAT YOU WANT?" he groaned, using every ounce of his willpower to stop himself from plunging it down into the waiting pit.

"Yesssssss," she hissed, reaching out for him.

"ARE YOU SURE, DAMN IT?" he grunted. "Because when it's done...it can't be undone..."

"Yes, I want it. I want you," she breathed out in a raspy voice.

His head was swirling with depraved excitement. Panting like a dog in heat, he grabbed Liara's lovely legs and roughly pulled her toward him.

Liara felt her butt skid over the slippery tub as her hips slid toward him. Abruptly, his big, round cock-head thudded into the soft, fleshy lips of her azure.

Stopped by the constriction of her youthful twat, his cock-head wedged itself inside the tight, contracting opening of her womanhood.

Liara now felt a tingle of fright as she looked into her bestfriend's lust-glazed eyes and felt his gigantic cock-head forcing its way inside her tight slit.

Unable to control the animal urges he was feeling, Shepard grunted with effort and thrust his hips forward harder as he pulled Liara's tight, hot cunt down onto his throbbing cock. Pulling on her and straining to force his cock into the hot, meaty core of her slippery cunt, he felt it suddenly penetrate the juice-slicked opening.

Both of them were shocked as his great, swollen penis ripped into her overheated azure all at once. Sliding into the slippery mush of her cunt, his cock sliced into her all the way up to the hilt, as his groin slapped up against hers.

"AEEEIIIIIIHHHHHHHH," she yelped, as the big, thick prick dug into her. "IT'S SO BIG!"

Hearing the pain in her voice, he stopped. The screaming hunger to possess her was eating him alive. He had to have her, take her for his, totally and completely. It was all he could do to keep from ravaging her as he fought to control the passion boiling inside him.

The desire to possess her was almost overpowering, but somehow he held back. Holding his cock motionless, completely buried inside the seething core of her womanhood, he slowly reached up to her apple size breasts and took one in each hand. Gently squeezing and pulling on the pillows of flesh, he bent forward and sucked one of the big, dark nipples into his mouth. He wanted to fuck her more than he had ever wanted anything in his life, but he waited impatiently, toying with her nipple with his mouth and tongue.

She had wanted him badly, but the suddenness of the penetration had shocked her, leaving her unprepared for the size of his impressive prick.

The suddenness of the attack had spread her apart too quickly, causing a sharp, hot pain inside her azure. At first, she thought he had torn something loose inside her, but the longer he held his big cock inside her, the less pain she felt. And now his tongue was creating little currents of electricity in her breasts that flowed into her brain, replacing the pain in her gash until at last, the pain stopped altogether. As quickly as the pain had come, now it was replaced by a gentle, pleasurable feeling of fullness and warmth.

"It's all better now, John," she crooned, as she felt her need for him come alive again. "Fuck me now. Fuck me and fill me up with your cum."

The words sounded so wicked and depraved coming from Liara's mouth that it sent another scalding splash of excitement tearing through his brain. Now he was free to desecrate her, he thought, drawing his hips back and dragging his cock back down the drenched depths of Liara's tight, clinging cunt.

Without waiting, he sent his hips ripping forward, brutally impaling her with his steel-hard prick. He had sent his whole cock back inside her hot box with one savage thrust.

"OH, GODDESS, YESSSSSS!" she screeched with pleasure, as his cock invaded her dripping cunt once again.

Hearing her approval, he began fucking her in earnest. In no time his hips were rocketing back and forth like a runaway starship core as he fucked her mercilessly. Water was splashing everywhere as his hips flew back and forth driving his cock in and out of her with such speed that she had difficulty breathing.

Shepard knew that the savagery of his attack couldn't last long. The passion of the moment was overwhelming him and turning him into a crazed, demented renegade.

Then, after only a few seconds, Shepard felt Liara's cunt constrict down around his monstrous cock.

"OHFUCK!" she gasped, as she began to jerk and writhe underneath him. "I'MCOMMINGGG! Commander...I'm commmminngggg."

Wallowing in primal gratification, he shoved his cock into her as deep as it would go. Holding his cock inside the hot, clutching cavern of Liara's fuckbox, he let it go.

Immediately, it spewed out a giant gusher of his thick, creamy seed-laden milk into her. Then like flood waters pouring through a broken dike, his thick, rich semen gushed out deep inside Liara's hungry hole.

"Yesss, John," she hissed, as she felt the first torrent of his white-hot sap burst out into the waiting chamber of her azure.

There was no stopping it now as he defiled Liara's sacred chalice. His giant penis spurted and spurted and spurted, filling her sucking azure to overflowing within seconds. But still it came pouring out of his cock...a pearly stream of thick, potent cream. There was so much of the goo, it began to ooze out around his thick cock and drip down into the swirling water.

Grunting and gasping for breath, Shepard held Liara captive as he emptied himself into her hungry cunt. Like an antique Avenger, his cock fired again and again until it seemed like it would never stop.

Groaning and crying with pleasure, Liara groveled below her bestfriend as he possessed her.

Then he suddenly began to fuck her again with deep, jarring strokes as his cock continued to spurt out its load of cum into her cunt.

Her whole body shook from the force of his thrusts. Her blue, gravity-flattened tits slashed back and forth wildly, as he hammered his peter into her over and over again.

Finally, when she thought it would never end, his hips stopped rocking back and forth as he shoved his cock inside her one last time.

The force of the last thrust was just enough to dislodge her feet. They slipped off the edge and splashed into the water sending her bestfriend reeling backwards, jerking his cock out of her as he went.

Loosing his balance, Shepard unceremoniously splashed down into the tub.

"OH GODDESS," he groaned. "What a fuck."

Lying on the edge of the tub, her legs draped over the edge of the tub with the water lapping almost up to her knees, Liara didn't answer him at first. She couldn't. She has just been fucked for the first time and all her body was tingling from the pleasure she just received...

Finally, after her breath has become more normal, Liara slowly sat up. Knowing she had her bestfriend wrapped around her little finger, she watched his eyes dart down to her growing, pretty breasts as they wiggled and shook.

"Shit John... where did you learn to fuck like that?" she asked him innocently, like she didn't know what he did last night, twirling her toe in the water. Wading over to him, Liara brushed up against him.

Shepard could feel the warmth of Liara's soft, smooth skin against his as she reached down into the water to his rapidly-hardening manhood. Gently toying with her bestfriend's swelling penis, she pressed her firm, ripe breasts into his chest.

"Here and there..." he softly said, reaching down and lifting her into his arms.

"I want you, John..." she murmured, puting her arms around his neck and mashing her tits and lips against him, her tongue sliping into his mouth...,

Knowing that only Shepard was there, the other crewmates away on leave, Liara strolled into his apartment, wearing nothing but a pair of thin, crimson hose and a frilly black garter belt under her long hooded cloak. The dark straps of the garter belt formed a frame around her mound, framing her smoothly gleaming cuntmound invitingly.

Letting the cloak fall down from her shoulders, the hot dime flounced down on his bed and waited for her bestfriend to return from the bathroom.

"Is everything okay in there?" she asked, wondering why he hadn't come back yet.

"Yeah, I'll be out in a minute."

At last, she smiled as her bestfriend came walking back into the Sex Palace wiping his hands on a towel. Her eyes immediately dropped to the dangling hunk of meat between his legs as he came toward her. It amazed her that something so limp and soft could become so hard and stiff. And do it so quickly.

"You look lovely," he smiled down at her, standing at the edge of the bed admiring her soft billowing curves.

"Thank you," she grinned up at him, reaching over and taking hold of his dangling penis. "You let it get all soft while I was gone."

"That won't be a problem for very long," he laughed, slipping down beside her.

"I think you're right," she murmured, already feeling the stirring of life in his manhood.

Leaning over her, he gently shoved her down onto the bed. Wrapping his hand around a firm melon, he began to rub and mash on it as she gurgled her approval. Tweaking the dark, rubbery nipple to life, he bent down and lovingly teased it with his lips and tongue.

"Oh, Shepard," she sighed, as he sucked it in between his lips flicking his tongue back and forth across it.

He was still reeling from the suddenness of their illicit affection. He had never imagined that he would be this intimate with his own bestfriend. It was enough to bring tears to his eyes as he nuzzled the softness of her full, heavy breast.

But even as he feasted upon the delicacy of her swollen nipple, he felt her soft, hot little hand stroking him back to hardness. Luxuriating in the warm glow of their new bond, he soon found himself hard and ready again.

"It's big and hard again," she crooned, as he tormented her nipple with his mouth. "Do you want to do it again?"

"What's the hurry?" he said, letting go of her swollen, tender nipple.

"But, I thought," she started to say, but paused as she watched him slowly scoot down the bed and wriggle up between her outstretched legs.

"I want to kiss you all over," he said softly. "Wouldn't you like for me to kiss your wonderful little cunt?

"OH, YES, Shepard" she gasped. "But I didn't know if you wanted to do that."

"I love to," he said, lowering his mouth down to the opening of her sex.

Prowling through the soft, slippery flesh, he searched for the kernel of her womanhood. Then, he knew he had found it as his tongue scraped across the smooth, slick little mound and her whole body jerked.

"Oh, Shepard," Liara gurgled, as he explored her femininity with his hot, probing tongue.

Poking and pushing on the little button, he quickly had Liara's tiny clitoris bulging out in the open, seeking more attention. He quickly attacked the silky little ball, letting his tongue tickle and tease it roughly as Liara writhed in pleasure.

Goddess, he was good, Liara groaned to herself, as her bestfriend tormented her hot, aching clitoris. She couldn't believe it. Her friend was eating her azure. Oh, he knew just where to touch her. Touch her and coax her toward another orgasm. She could already feel it coming. The heady excitement of their wickedness was so exhilarating, it was as easy as falling off a cliff, she thought as she gave herself up to him.

Just then, as she was reveling in the feel of his tongue on her tingling clitoris, she felt his finger touch her. She could barely breathe as she felt the finger touching her, feeling her, exploring the exposed opening of her cunt. Even with all the pleasure pouring from her clitoris, she could feel his finger playing with the fleshy lips surrounding her womanhood.

Grabbing hold of the bedspread, clenching a handful in each hand, she slipped closer and closer to precipice of another gut wrenching orgasm. Digging her heels into the bed, she arched back, thrusting her azure up into her bestfriend's hungry mouth. Straining and grunting, her muscles tensed tightly; the prize was almost hers.

Then all at once, she felt her bestfriend slide a finger up into her salivating slot. As she started to fall into the dark abyss of pleasure, she felt him ease another finger into her and then another until three thick, stubby fingers shoved up into her hot, clutching cunt.

Suddenly, he began to finger fuck her gently as he tongued her clitoris mercilessly. She couldn't breathe as a thousand stars burst inside her head. She could hear the roaring crackle of fire licking up from her exploding azure as she was consumed by the ecstasy of her orgasm.

"OHGODDESSSHEPARD," she groaned, as her body was possessed by monstrous orgasm.

I'm dying and going to heaven, she told herself, as she was whisked away on the wings of pleasure so deep and profound, it almost hurt.

Her whole body was clenched into one giant paroxysm as she gasped for air. Her whole existence was her clitoris, where her bestfriend's tongue was wickedly attacking her.

Higher and higher, she flew, up where the birds of paradise dwelt. She flew among them, swooning and soaring on wings of joy.

Then, like a dying sunset, the pleasure began to wane and fade away until she finally felt herself slowly floating back down to earth.

Then she became aware of how super-sensitive her clitoris was. And her bestfriend was still licking it. Licking it with his tongue that now felt like gritty sandpaper scraping across her raw clit.

"OOOOhhhhh, Commander, it's too sensitive," she murmured, pushing his mouth away from her tormented clitoris.

Slowly, as she reveled in the sweet afterglow of her climax, her bestfriend lovingly kissed the soft folds of flesh surrounding her aching womanhood.

"G....Goddes, that was wonderful," she sighed, slowly unclenching her fists. "I've never felt it that way before."

"I just wanted to make my sweet, innocent doctor feel good," he grinned up at her with juice-coated lips, from between her soft, blue inner thighs.

Watching with love-sated eyes, she saw her bestfriend slowly raise himself up onto his knees. Smiling down at her, he stood there on his knees between her legs with his evil, wicked-looking prick jutting out from his groin like a big, meaty weapon. As she stared down at the malevolent monster, she remembered how Kelly had sucked on it last night. Sucked on it until her bestfriend had shot his load into her mouth. Now she wanted to do that. Do that and bring him pleasure like he had just done for her.

As these wicked thoughts swirled around inside her head, she watched her bestfriend slowly lower his stiff weapon down toward her vulnerable womanhood.

"Wait. Please, wait," she murmured, reaching down for his cock.

"What? What's wrong? Don't you want to do it?" her bestfriend asked, as she took hold of him with her hand.

"What's the hurry?" she laughed softly, echoing his earlier comment.

"I want to suck on you," she said, feeling his cock jump in her hand as she spoke.

"Are you sure?" he asked her. "You don't have to, you know."

"I want to suck on you," she stated emphatically, her fingers clutching his stiff hardness.

"You really don't have to," he said again, feeling her pulling on his cock.

"Bring him to me," she commanded him. "I want to suck on him just like Kelly did last night."

"WHAT TH..." he spat out.

"I want to suck on him. I want to taste you in my mouth," she crooned at him, letting go of his cock as he lurched back in surprise.

"Fucking Goddess," he blubbered, slowly crawling over her legs with his jerking dick slashing from side to side like an evil thresher maw coiled and ready to strike at her any second.

Grabbing hold of the twitching monster, she pulled on her bestfriend until he straddled her, standing on his knees with his huge, pulsating penis twitching evilly above her face.

"How did it happen?" She asked. "How did you and Kelly started fucking? Did you fuck her on this very bed? Did you put t in her mouth first? Put it in her mouth and then put it in her pussy? Did you do that just like we're going to do now?"

She watched her bestfriend's big, hard cock dance up and down as she spoke. Every question she asked him made his cock jump with excitement.

"Did you?" she asked him again, as she slowly bent the hard thickness of his penis down, forcing the bulging purple cock-head down toward her sapphire-colored lips.

Teasingly, she held his throbbing cock-head just above her soft lips.

"Did you?" she whispered, flicking out her tongue and licking the soft, sensitive underside of her bestfriend's twitching penis.

"Oh, Goddess, YES," he groaned. "We fucked on this bed. We fucked once. I put it in her pussy and fucked her good."

"Do you want to come in my mouth?" she smiled wickedly, running her tongue along his bobbing prick again.

"More than anything else in the world," he whined, trying to push his cock down into her mouth.

"I want you to," she murmured. "I want you to fill up my mouth with your hot, sweet syrup. I want you to shoot so much cum into my mouth that I won't be able to swallow it all."

She felt his cock twitch dangerously as she finally opened her mouth and eased the big, purple head of his cock down between her big, soft lips.

"Oh, Fucking Goddess in heaven," he gurgled, as he felt her soft, clinging lips close down around his throbbing cock, searing him with the heat of biotic fire.

Sucking softly on his thick, hard cock, she held onto it with one hand and cupped one of the cheeks of his ass, pulling him down deeper into her mouth. Slowly, she let the thick shaft of his meat slide between her clutching lips until she felt the big, hard cock-head butt up against the back of her mouth. It almost made her gag, but she fought against it as she pushed against his stomach, forcing his cock back up.

Slowly, she let the evil, spit-drenched thresher slither back out of her mouth until only the big purple cock-head was left inside her mouth. Holding it there, she began to suck and lick on the bloated cock-head, feeling his excitement grow as his cock grew even harder.

Teasing and tormenting the bulging cock-head with her tongue and mouth, she let her hand wander down to his big balls. She was expecting them to be dangling down, but they weren't. They were all bunched up tightly underneath the base of her bestfriend's giant cock.

Her friend's testicles had produced so much semen yesterday night that she thought he would drown Kelly. And now she was playing with them. Playing with them and trying to get her bestfriend to fill her mouth with the very same semen. The irony of it sent a shiver of excitement through her as she lovingly fondled them.

"Oh, Liara," her bestfriend groaned, as she rolled his balls around inside the fleshy sack of scrunched skin

She could hear and see that her bestfriend was growing more and more excited as his breath was becoming ragged and rough gasps. As she felt the fury inside his bloated monster growing, the harder she sucked and teased the swollen cock-head. She could tell that he was straining to hold back the inevitable explosion as his whole body began to shake and tremble.

"You'd better stop," he groaned, trying to pull his cock out of her mouth, "or I'm gonna cum in your mouth."

Pausing for a moment, she let his twitching penis slither out of her mouth.

"I want you to come," she said, running her tongue along the puffy underside of his jerking cock. "Come in my mouth. Come in my mouth just like you came in Kelly's mouth last night."

"Goddess' tits," he blurted out, feeling her hot, little tongue teasing the sensitive underside of his cock.

"Now," she commanded him, as she jerked his dick back down and roughly sucked him into her mouth.

Her soft lips locked down around the thick shaft of his cock as her tongue-lashed his bulging cock-head with a vengeance. As her tongue teased and tormented the bulging head of his penis, she began to stroke his cock with her hand. Squeezing and pulling on his balls at the same time, she urgently coaxed him toward his eruption with her mouth and hands.

Then she felt his cock draw back up against his belly as his balls tightened up next to his cock. Then abruptly, his legs began to quiver and he groaned out loud.

Suddenly, without any further warning, she felt his penis twitch and a stream of blistering hot semen shot out into her mouth.

The suddenness of his eruption startled her and her mouth flew open for just a second, but it was enough to let half of his cum spill out down her chin before she could close her mouth down around the spurting cannon again. Sucking hungrily, she milked his cock with her mouth as it erupted again and again inside her mouth. Within seconds her mouth was full of his thick, hot syrup and she began to swallow the slippery cream of her bestfriend's loins.

Hot and salty, the sperm-filled cum spewed out into her mouth, coating her tongue with its cloying musk before she gulped it down her throat. Hungering for it, she sucked and sucked, pulling more and more of his toxic load into her mouth.

Being coaxed on by Liara, Shepard let himself go, giving up his potent cream in thick, spurting gushers.

He had been coming for what seemed like hours, but still it spewed out him like it would never end. Coating the inside of her mouth with the silky slipperiness of his milky semen, Shepard had never felt such ecstatic gratification.

With her womanhood and mouth now filled with the same sweet syrup of life, Liara couldn't believe how much cum her bestfriend had. He must have gallons and gallons of cum stored inside his balls, she thought, as she kept swallowing and swallowing the salty, banana-flavored nectar.

Finally, the contractions tearing through his cock began to weaken and slow until with one last, feeble spurt, he stopped coming in her mouth.

Holding the drained giant in her mouth, she felt it begin to slowly shrink and wither. Finally, after a few moments, she let her bestfriend's fallen warrior slowly slither out of her mouth.

"Goddess," he groaned, rolling over and flopping down on the bed beside her. "Never felt like that."

"Was it good?" she murmured, rolling over and snuggling up against him.

"The very best ever," he crooned.

"Really?" she asked him, her eyes filled with happiness. "Even better than Kelly?"

"Even better than Kelly," he assured her. "Even better than Kelly."

He couldn't explain it, but it had been the most excitingly pleasurable thing he had ever done. Ejaculating his load into his own bestfriend's mouth should have never felt so good. He would never had guessed that that sweet, naive archaeologist of the past was such a tigress in bed. Hmmm... maybe all those books she reads were more helpful then he thought. While he knew it was wickedly wrong to cheat on Kelly, the fact that he and Liara had brought each other so much pleasure made him feel all warm and fuzzy inside.

"Are you sleepy?" she asked him, letting her hand trail down over his belly to his dormant penis.

"Uh, not really. Are you?" he asked her, feeling her soft, hot fingers flirting with his flaccid penis.

"No," she smiled over at him, snuggling up closer to him.

"Do you still want to do it again like you said in the bath?" he smiled back at her.

"Uh, sure, but..." she stopped talking but still toyed with his sleeping giant.

"But what?" he wanted to know.

"Uh, I just read, uh, thought that human male couldn't get aroused so fast and so many times in one night."

"Well," he said, pulling her closer to him, "normally for others, that would probably be true. But just the thought of making love to my wonderful bestfriend, well...that's enough to keep me aroused all night long."

Turning over, Shepard pulled her into his arms and held onto her tightly. With their bodies locked together in a lover's embrace, he pressed his lips against her soft pouting lips. He kissed her softly, tenderly for several moments before he felt her hot, little tongue ease out between her lips. Opening his mouth slightly, he caught her tongue between his lips and slowly sucked it into his mouth. Tickling the tip of her tongue with his, he sucked more and more of her fiery, wriggling tongue into his mouth as their mouths gaped open wider and wider. Suddenly their tongues began to spar and fight, wrapping about each other like snakes doing a sinuous courting dance.

As they kissed feverishly, Liara felt her bestfriend's penis begin to grow harder and harder. Then, within moments, it lay in her hand, hard, ripe and throbbing with impatience. The recuperative powers of his wonderful penis were amazing, she thought to herself as she lovingly fingered it.

Feeling his readiness, she wasn't surprised when he finally broke their kiss and struggled up to his hands and knees. Looking down at him she saw his cock jutting out of his groin, evil and poised threateningly above her slick mound.

Reaching down to it, she grasped the hot, heavy column of meat and led it down toward her wet, waiting womanhood. She was already dripping wet in anticipation.

As she watched, he dipped his hips and eased his bloated cock-head down into the hot, juice-slick hole between her outstretched legs. She was so hot and ready this time, it slid down into her like a hot knife through butter. It felt wonderful to have his hot, heavy manhood penetrate her emptiness as he lovingly slid his whole cock into her with one quick thrust.

Slowly, he began to work his hips back and forth, sending his cock plowing in and out of her hot, clutching cunt.

It was so different this time, she thought, as he lovingly sawed his cock in and out of her slippery chute. The first time had been fucking, but this time it was making love.

As they made love, she could feel the strength of his thrusts growing. Although he was still fucking her with slow deliberation, he was doing it with force, driving his cock as deep inside her hot oven as he could before withdrawing it and shoving it inside her again. In and out, in and out, in and out it went. She couldn't get over the wonderful feeling of having her cunt wrapped around her bestfriend's beautiful cock as he lovingly fucked her. Not to mention the hot kisses they shared during all that time.

Both of them were oblivious to the time and a half hour slipped by without their notice as his hips slowly drove his cock into her hungry cunt. Then, almost imperceptibly, Liara felt him begin to quicken the pace. Delighting in the feel of his monstrous penis stroking her toward another orgasm, she lifted her long, shapely legs off the bed and wrapped them around her bestfriend's waist. Now as he fucked her, she could feel his big, round butt bump up against her heels every time he drew back.

Giddy with happiness, she slipped her hands down to where her bestfriend's cock was sliding in and out of her slippery cunt. She explored the sloppy wetness of their union with her fingers and found that they were both covered with her juices. Then her fingers found his thick, wet cock as it slid out of her, spreading her wet stickiness all over everything. She could even hear the wet slap of his balls as they spanked her upturned butt.

An hour passed as their coupling continued. Ever so slowly though, Liara could feel the tempo increase as he fucked her faster and faster until he was driving his cock into her cunt with a vengeance.

Brutally assaulting Liara's tender little cunt with his battering ram of a cock, he fucked her harder and harder. Harder and harder, faster and faster, in and out, in and out went his cock as she dug her heels into his butt urging him on to new heights.

Liara could feel it now. Another orgasm was almost upon her. Grunting and straining, she fought to grasp it and let it consume her with its delightful ecstasy.

Suddenly, without any more warning, it burst upon her, filling her with pleasure and joy.

As her body was wracked with the rapture of the moment, her tight, hot pussy clamped around her bestfriend's pistoning cock. But the power of his thrusts couldn't be overcome and he didn't slow his attack on her in the least. Her mind flew higher and higher, reaching for the crest of her climax while her body remained behind to be fucked by her bestfriend.

He wasn't ready to fill her with his love seed yet, she thought as his cock continued to hammer in and out of her spasming cunt but that was okay. She didn't care because she was floating high above the earth, high on the drug of pleasure.

Her body writhed and shook as she beat her fists against the bed. Her legs tensed and strained, shoving her cunt up into her bestfriend's thrusting cock as he continued to pound it into her. His cock continued to violate her inner sanctum over and over again while she cried out in pleasure.

Even above the swirling exultation of her orgasm inside her head, she could hear obscene slaps of her bestfriend's belly crashing against hers as he mercilessly drove his cock into her.

The contractions of her orgasm grew fainter and fainter until they were replaced by the pleasure of her bestfriend's cock rubbing back and forth against her clitoris.

Slowly regaining her senses, she could already feel another orgasm gathering inside of her battered and abused cunt. Maybe he had fucked her so long, he had broken something down there, she groaned to herself. It seemed like they had been fucking for hours and hours.

Wrapping her legs around her bestfriend's waist again, she raked her hot, steaming cunt back and forth feverishly as she fought to reach the next mind-boggling orgasm.

"COME ON, COME ON, FUCK IT, FUCK ME HARD," she cried, her hands clasping his bounding butt, pushing and pulling his hips back and forth frantically as she dug her heels into his bounding ass, urging him on like a jockey straining for the finish line.

"I NEED ANOTHER ONE, GODDESS, ANOTHER ONE, FUCK ME HARD."

Shepard had fucked so long, he had reached his edge of his physical limits. His cock was slashing in and out of Liara's ravenous cunt with such ferocity that it threatened to fracture her pelvic bones. Still she begged for more as his belly shook like half-hardened jelly every time he drove his cock into her insatiable gulch.

"HARDER, HAARRDDEERR, HAAARRRDDDEEERRR," she screeched, begging him for more.

Drawing on his last available store of energy, Shepard sent his cock blasting into her so hard that she was literally being scooted across the bed each time he thrust himself into her. At last, when neither of them could endure any more, Shepard thrust his penis into her with such force, he drove her up the bed a whole foot.

"YOU DID IT, YOOOUUU DDDIIIDDDD ITTTTTT!" Liara screamed. "OH MY GAAAAAAAAWWWWWWWDDDDDDDDD!"

"OH FUCK, OH FUCK, OH FUCK, OH FUCK," she chattered as another orgasm consumed her.

Her body was a quivering mass of muscle and overloaded nerves as she shook and convulsed below him.

Holding her pinned to the bed with his brick hard cock, Shepard rested as she writhed and squirmed below him.

Liara had no control over her hands as they crawled all over her bestfriend's body, clawing and scratching at him frantically. Her long muscular legs rose and fell erratically, sliding up and down her Commander's body, rubbing against him from his knees all the way up to his arms as she growled and panted like a varren in heat.

Sweat poured out of her pores as she was thrown about on the waves of another gigantic climax. Battling to stay atop the waves and not be drowned in the pure joy of it all she cried out for her bestfriend to save her.

Then suddenly, like being washed up on the shore, the climax ended and she felt herself go limp as her arms and legs dropped to the bed lifelessly.

Revived by the momentary cessation of motion, Shepard slowly eased his cock back out of her numb pussy. Sliding it back down the drenched chute, he stopped when only his big, round dick-head remained inside the seething entrance of her cunt.

Then with all his might, he hunched his cock into her, driving it all the way to the hilt in one mighty lunge.

"UNNNNNHHHHHhhhhh," she grunted as his cock ripped into her softness.

Again, he slowly withdrew his cock and sent it rocketing back into her with such ferocity that she was being squashed up against the headboard of the bed. Again he withdrew his hardness and drove it back into her violently.

She couldn't believe the savagery of his assault. Although her cunt had been numb only moments before, the brutal attack had revived the feeling inside it. Each time his cock tore into her soft, meaty gash, she felt feelings that were part pain, part excitement, and part pure pleasure so intense it was beginning to mask all other feelings. She wanted it to continue, but her head was starting to hurt from being shoved into the headboard.

"Wait, Please, Wait, Just A Minute," she gasped breathlessly.

"What, UNNNNNNHHHHHh," he grunted, as he drove his cock into her again, sending her head crashing into the headboard.

"You're beating my brains out against the headboard," she groaned, "Let me scoot down a little, then you can fuck me all night."

"I'm sorry," he apologized.

Pulling his hips back, his cock slipped out of her weeping gash. Backing away from her on his hands and knees, he kept going until his feet were hanging over the other end of the bed. Rubbing her head, Liara slid down under him, letting her long, tawny legs drape over his calves. Reaching down between them, she quickly found his drenched cock and hurriedly guided it back to her hungry socket. Feeling the head of his cock slip into her, he eased the entire length of his thick, meaty tool back into her with one easy thrust.

He immediately began to saw his cock in and out of her in an easy, slow motion. In and out, in and out, it went.

"Do it like before," she urged him. "Fuck me hard and soft like before. I was about to come again. Please, hard and soft."

Pulling his hips back as far as he dared to, Shepard sent his hardness knifing back deep inside the mushy core of her softness, impaling her all the way to the hilt. Gently easing it back each time, he repeated the attack over and over again, each time a little more violently.

"OH, YES, THAT'S IT, OH, YESSUUUNNGGGGHHHH, THAT'S IT, OH YES," she praised him between each savage thrust. "THAT'S ITTTUNNNNNNGHGHHGH, OH, FUCKING YES, FUUUCKKKK IT."

She gloried in the feel of her bestfriend's mighty penis raping her vulnerable softness. Each titanic blow drove her nearer to the edge of yet another orgasmic cataclysm.

The force of their bodies smashing together sounded like a mallet hitting a piece of meat as they fucked. Again and again, he speared her all the way to the hilt. At last, he pulled back and held himself back for the longest time, as it preparing for the final assault. Suddenly, he ripped his steel hard cock into her so hard he lifted her hips up off the bed.

"MY FUCKKKKIIINNNNNNGGGG PUSSSSSSSYYYYY ISSSS OOOOONNN FFFIRRRRE," she screamed, as she felt her bestfriend's prick finally erupt inside her, drenching her cunt with his overheated cum. "YOUUUR STUFFFFFF ISSSS BUURRRNIINNGGGG MYYYYYYY PUUUUSSSSSYYYYY."

She could feel his cock bulge out and then spurt inside her, over and over again, as the mighty engine spewed gusher after gusher of its creamy white cum out into her overflowing cunt.

Shepard could feel Liara's tight, hot cunt lock down on him, squeezing and milking him for all it was worth as she rocked off into another orgasm, but all he could think of was his own spurting cock. He was no longer a soldier. His was a giant penis spewing out its hot, toxic load into Liara's wondrous cunt.

He could feel his balls clench each time before they sent another load of frothy semen blasting down the long fleshy tube running along the bottom of his cock. He could feel the stream of hot jism ripping along the barrel and bursting out the tiny eye in the center of his cock-head, pouring out and quickly filling her tight little cunt with his potent seed. Within seconds, he had pumped her full of cum again as it began to gush out of her, down onto the bed between her lovely legs making a large, sloppy pool of cum.

Her body was locked in a gigantic spasm as he slipped his dick back out a little and drove it back into her with such force, little shock waves coursed through her tensed muscles. The instant his cock reached its limit, it shot another hot load of creamy cum into her overheated socket.

Again he pulled back and sent his cock ripping back into her to deposit another rich load of semen into her garden. Again and again, he withdrew and drove his cock back into her again until their groins were drenched in their overflow. Both of them were coated with the broth of love that had been created with the overflow of his rich creamy cum mixed with her fragrant, syrupy juices.

Lastly, he thrust himself into her one last time. His cock bucked and sent out one last gigantic gusher of cum into her battered cunt. Finished and drained, he felt Liara's whole body relax. Dropping down, exhausted and too tired to move, he just lay there as he felt his cock shrivel back down her bruised channel of love.

"I've never, whew, I've never had it that, uhhhh, never had it that good," he finally panted, lifting his leg over hers and pulling his lifeless cock out of her.

Groaning, he rolled over beside her.

"Five times, five times," she murmured, "Can you believe it, five times. I never will be able to top this. It's been awesome. I don't care if I do go to hell for it, at least I had a few hours of heaven with you."...

It was some time later, they didn't know when because they practically just drifted from sleep to something else there on the bed, trying to get their pulse to normal, when Liara suddenly rose up. Getting to her hands and knees, she bent down and gave her bestfriend a long, tender kiss.

"Goodnight, John," she smiled, blowing him a kiss.

"Where are you going?" he asked her.

"To my apartment. Why?" she asked back.

"Don't you want to sleep with me?" he asked frowning.

"You mean you want me to sleep with you?" she asked incredulously.

"No one will know," he smiled, "and besides, you can't tell what might come up."

"You really want me to sleep with you?" she giggled childishly, unfastening her garter belt and slipping her hose off.

"Kelly won't be back for another week," Shepard said, patting the bed beside him, smiling at her.

"You mean that there may be some life left in this old boy?" she grinned back at him, reaching over and tickling his flaccid cock with her fingernails.

As she did, she watched it as it stirred.

"Oh, Goddess, John. I think it is getting hard again," she giggled again.

"Well, I knew that it'd wake up soon," he laughed, gently moving her hand away from his cock.

"That's so good," she giggled. "After you worked so hard to make it soft."

"Well, maybe, since you've been such a good friend, maybe we could both stay in bed till the others come back," he smiled lecherously. "That is if you want to."

"Would I?" she exclaimed, jumping into bed beside him.

"I think I've created a monster," Shepard said, shaking his head, starting to kiss her breasts...

Liara awoke with a strange feeling. What was she doing sleeping in Shepard's bed, she wondered, as her eyes roamed the room? And what was her bestfriend doing sleeping with her. Goddess, what was going on, she groggily wondered? Then, as the sleep washed away and was replaced by the reality of daylight, she remembered what had happened.

Tentatively, she reached down to her azure. Expecting it to be sore and bruised from the wonderful fucking she had received, she was surprised when the only thing she felt was a quick stirring of need.

She couldn't believe it. After last night, she didn't think she would be able to walk, much less fuck. But there it was. She was already horny.

What happened to her last night? She lost her virginity to her commander, and he had stirred things in her she didn't know existed. It was almost as if she had become a nymphomaniac over night.

Her head spinning with wicked, evil thoughts, she ran her hand down under the sheets to her bestfriend's groin. Maybe she could wake him up and entice him into a quick fuck before going out to breakfast, she thought as she groped him. But seeing the artificial sun high up in the sky, she knew she missed it. It has been a very long night. And the show must go on.

Wait...hadn't her bestfriend told her that they were going to spend the whole day fucking? Yes, he had, she thought feverishly, as her hand suddenly brushed across her bestfriend's rock-hard penis.

Expecting to find him soft and flaccid, she was surprised to find him ripe and hard. But he was still asleep, she told herself as she looked down at him.

Wait a minute. Something in the back of her mind recalled that sometimes men woke up with a hard-on. 'Morning wood', I think they call it, she laughed to herself.

Well, no matter what they called it, she smiled, she wasn't going to let such a treasure go to waste.

Getting to her hands and knees, she eased the sheet back off her bestfriend as he slept. Staring down at his huge, bloated prick, she felt a tingle of excitement run through her cunt. She couldn't wait to feel it buried deep inside her aching azure, she thought as she lifted her leg and straddled her bestfriend.

Now with him between her legs and his cock lying just below her hungry cunt, she reached down and grabbed hold of it.

"Huh, what in..." her bestfriend snorted, as she quickly lifted his cock into position and squatted down onto it.

"Oh, Goddess," she groaned, as she felt the hot hardness of her bestfriend's fat cock slide up into her drenched cunt.

Shepard woke to find his sweet, naive bestfriend on top of him, leaning forward with her hands on each side of his head and her apple-sized tits swaying above his face as her hips rose and fell on his cock.

A smile crept across his lips as he looked down and watched his thick, wet cock slicing up into her sopping slit every time she slammed her butt down on him. She was so wet and tight, he could hear loud slurping noises coming from her cunt as it slid up and down his throbbing cock. Waking to such a lovely sight, Shepard reached up and grabbed Liara's delightful breasts, tweaking and pulling on the big purple knobs jutting out of their center.

"Damn...unhhh...it...I can't get enough of your big, fat cock," Liara groaned loudly between thrusts. "It feels so fucking good I could fuck you all day long."

"I'm game," he snorted, humping his cock up into the searing heat of her overripe azure.

Within moments, Liara's beautiful body was cloaked with a sheen of perspiration as she worked at fucking her bestfriend. The light in the apartment glistened off her body, accentuating her curves and hollows wonderfully as she stroked her cockslot up and down her bestfriend's hard dick. Up and down, up and down went her hips as she puffed and panted from the exertion.

"OH Goddess, it's coming again," she panted, her hips rising and falling quicker and quicker. "Here, here it comessssss."

Suddenly, her butt froze in mid-stroke. Quivering and trembling, she threw her head back and screamed out her joy.

"I LOVE IT! I LOVE IT! I LOVE IT!" she screeched, as her butt began to shake again and patter up and down rapidly.

Grabbing hold of his orgasming bestfriend, he thrust all ten inches of his cock up into her as she roared off into another climax. Holding his cock shoved up into the convulsing heat of her tight little core, he held her down, keeping her impaled on his hardness.

"GAAAAARRRWWDDDDDD!" she screamed out in pleasure, "cuminnnnagainn."

Holding her firmly pinned down on his cock, Shepard let her ride out the storm that raged inside her body. Squealing and writhing, she rode the wild, wonderful waves of delight for a full thirty or forty seconds before she felt the passion begin to fade. Finally though, she went limp, collapsing down onto her bestfriend's chest.

"Five last night on one go," she moaned, "and this was number one on this go. Can you believe it?

"What a wonderful way to wake up," Shepard laughed, humping her to remind her his hard cock was still buried in her hot softness.

"Oh, that feels good," she giggled, squeezing her azure down around his cock and milking it with her cunt muscles.

"So does that," he grinned clenching the muscles around his cock to make it bulge out inside her hot, sucking cunt.

"Want to use that lovely thing on me?" she asked him, leaning down and giving him a long, deep kiss.

"I'd love to," he grinned, "but first I need to take care of business."

"Huh," she grunted, squeezing his cock with her slit again. "What kind of business?"

"X-mas morning. Remember?" he told her, picking up his omnitool from the nightstand and calling Garrus.

"Oh, yeah. I'm having such a great time, I forgot," she giggled.

"Hey..Garrus...Merry X-mas," he said into the holograph.

Just then, Liara leaned down and tickled his nipple with her tongue. Shepard just then pulled his arm closer to his face so that his friend wouldn't see what his naughty blue slut was doing.

"What's up?" he asked, pushing her mouth up away from his chest.

"Stop that until I'm through," he muttered.

"Yippee. Yippee," Liara whispered animatedly, squeezing her bestfriend's cock with her tight, little cunt again.

"Oh, I'm sure well," he said into the omni-tool. "Thanks. How's work?... What?... Nice... Tell them Merry X-mas from me then... Will do... Ok... I'm not keeping you then... Bye" But all during that conversation, Liara was a really bad whore.

"You'd better stop that, or you'll get us in serious trouble," he chastised her, putting the tool back on the nightstand.

"What? You don't like for me to do this," she smiled, clenching her azure down on him again. Before he could stop her, Liara bent down and attacked his nipple with her mouth and tongue again.

"You little nymph," he growled, grabbing hold of her around the waist.

Holding onto her tightly, he quickly rolled over on top of her without disconnecting their union. As she lay pinned under him, he reached down and grabbed her legs, lifting them up until she was almost bent in two with her calves resting against the front of his shoulder. With her legs stretched up so far, her deep, wet gash was totally exposed to his cock, and he quickly took advantage of it. Driving his cock into her vulnerability, he thrust it into her all the way up to its thick, hilt. The only thing that stopped it was his stomach slapping into the back of her uplifted thighs

"Gosh, it's in SSSOOOOO deep," she gushed, feeling his hardness penetrating her totally. "It feels SOOOOOOO fucking good, I don't want you to ever stop."

Then, just as Shepard drew his hips back to impale her with it again, a knock came from the door.

"WHAATT NNN THUUUU FUCK," Shepard sputtered, surprised by the sound. "Now who in the hell could that be?" he snorted angrily.

"Don't answer it," Liara said, trying to pull him down into her again. "It's probably someone that didn't see you this morning. Come on and fuck me."

"I had better answer it," he complained, easing his big, hard cock back out of her sopping socket. "It might be Hackett... and if I don't answer... he'll probably bust down the door... then how will I explain you here like this?"

"OH, please don't go," Liara whined, still pulling at him.

"I'd better," he said reluctantly.

"Damn it...then hurry back," Liara told him, letting her legs drop to the bed, "I'll be waiting for you."

"You do that," he grinned, "I'll be back before you can count to ten."

"One-two-three-you'd better hurry," she smiled as the knock came harder.

Getting out from his four poster bed, he used some of his new tech to close the drapes around the bed- he was really looking forward to using some of its... more interesting functions soon, too. Grabbing his robe from a desk, Shepard threw it on and went for the door. His big, heavy cock, still hard and stiff, slashed up and down angrily as he strode out. Grabbing the errant monstrosity, he quickly stuffed it up under the belt of his robe and hoped that it didn't flop out when he answered the door.

Just then, there was another knock as he walked up to the door. His nerves on edge, he peeked through the peek-hole. It was Ashley Williams, Kelly's new friend. Kelly's former affiliation with Cerberus seemed to have been the bridge that brought the two together, oddly enough, as they were quickly thick as thieves.

What in the world could she want, he wondered? Of all the people in the world to be visiting at this particular moment, she was one of the worst. He only hoped that Liara stayed put until he could get rid of her.

Cautiously, he opened the door a little and peeked out.

"Why...Ashley...Hello...," he said peering out through the crack.

"Hello, Skipper," she smiled back at him.

"To what do I owe the pleasure of this visit?" he asked her through the crack in the door.

"Aren't you going to let me in- or do I have to stand out here?" she said, stepping toward the door.

"Oh...uh...sure...come in...but...you'll have to excuse the way I'm dressed. I didn't feel too good...so I couldn't come down from bed," he told her.

"Sick?" she laughed, stepping inside, "You don't look too sick to me...or you've made a miraculous recovery."

"I just didn't feel like going down today," he lied.

"I thought so," she smiled at him.

"Speaking of sick, what are you wearing that cloak for, it must be a hundred degrees in the out on the Strip today? Do you have a cold?"

"No...not...uh...not really," she said nervously fidgeting with the clasp on the cloak. "In fact...I guess...uh...that you...uh...could say...uh...that I have just the opposite."

"What do you mean, the opposite?" he asked her, walking over to his desk, trying to keep his swollen member from popping out, "You have the hots?"

"It's something I've been wanting to do for some time now," she smiled uneasily. "But today I finally got up enough nerve to do it, at least I thought I did before I got here."

"I'm afraid that I'm still in the dark," Shepard told her, puzzled at all the mystery.

"When I heard that Kelly was going home on leave, I just knew that I had to come over here," she blushed, still fidgeting with the cloak belt. "I...uh...have always...uh...wanted...uh...well...uh...you."

"What did you say?" Shepard blurted out, not believing what he heard. "What did you..."

"I said that I have always wanted to make love to you," she said again, with less hesitation than before. "And I figured today would be a good day for it with Kelly and almost everybody around here gone home. This is something that has been inside me for some time, ever since we met on Eden Prime, but Kelly beat me to you after the war, so I just decided to bide my time- one day the opportunity would present itself. I waited and waited and waited. Today, I decided I had waited long enough."

"I...uh...Jeez...uh...I don't know...uh...what to say," Shepard said, his turn to be flabbergasted. "This is so unexpected."

"I'm sorry if I surprised you," she smiled shyly, unfastening the belt to her cloak and pulling it wide open.

"Oh, GODDESS," Shepard gushed, staring at her.

She was only wearing a sleek black bra, garter belt, panties, and hose.

Stepping back in shock, he felt his cock twitch, sending the belt to his robe skittering off his cock and leaving it free to flop out into the open.

"Fucking hell," he sputtered, grabbing it and trying to stuff its ripe hardness back inside his robe. "I'm sorry that happened; I sure as hell didn't plan it that way."

"Don't apologize to me," she smiled, letting her cloak drop to the floor, baring her pretty naughties. "I was very impressed with what I saw."

"Fuck," he groaned, caught in the middle of a predicament he would have welcomed at any other time. "I don't know what to do."

"Well," she said, walking toward him, "I do."

He watched her strolling toward him, enjoying the view she presented, but terrified at the dilemma she had placed him in.

"This couldn't have come at a worse time," he mumbled, staring at her.

She had her rich brown hair piled on top of her head in a bun. Her bountiful, beautifully-shaped breasts were covered with a filmy black brassiere with white lace trim that was so transparent he could easily see her dark areola with its ripe nipple protruding out from it. Her shapely waist was encircled with a matching black garter belt that held up a pair of black hose. Her panties, if you could call them that, were simply two pieces of black lace running down the middle of a wrapping of sheer white material. It was obvious that they were crotchless as he could see some of her neatly trimmed pubic hair peeking out from between the pieces of black lace. All this was perched atop a pair of void-black pumps that made her lovely legs seem even more perfectly shaped. In addition, she wore three long strands of pearls around her slender neck and a bracelet of pearls on her left wrist...

"Well, do you like?" she asked him, as he stood staring at her with his mouth hanging open.

"Huh...uh...what?" he stammered, as she brazenly walked up to him and spread open his robe, letting his swollen manhood flop out into the open again.

"It looks to me like you do," she laughed, reaching down and squeezing his brick-hard cock.

"Wow," he gasped, trying to step back away from her but finding his swollen cock held captive by her hand.

"It looks to me like you were already ready when I got here," she smiled at him. "In fact, I think I detect the delicate aroma of hot pussy. You wouldn't have been fooling around with another lady friend, would you?"

"What...the...uh...what do you mean?" he gasped, trying to free his imprisoned cock from her hand.

"I mean that I can smell pussy juice on you. Pussy juice that means a slut cunt that was hot and wet," she said, releasing his cock and smelling her hand. "Very hot and very recent; in fact you're still wet from her."

"SHIT," he exclaimed, not knowing how he was going to extricate himself from the mess that had the potential to send him to oblivion if Kelly would find out.

"Well...Commander...I am surprised," she laughed, finding that she had gained the upper hand. "But relax, I've always wanted to be a part of a menage-a-trois. If we can convince the other lady to join us, it looks like I can kill two birds with one stone or two dreams with one cock. I can have you and another twat all at the same time."

"Come on, Skipper," Ashley smiled, taking his hand and pulling him toward the bed. "Let's meet your other lady friend."

Shepard couldn't think of any way to stop the inevitable as he reluctantly followed her. But even as he fought to keep from bolting out the door in panic, he found himself admiring his girlfriend's friend's lovely, firm ass as she strode ahead of him. He was a fucking degenerate, he told himself. She was leading him to his doom and all he could think of was her delectable and taut ass. Still pulling back on her hand, hoping that he could think of something before they walked in on Liara , his time quickly ran out.

"Let's see," Ashley grinned lewdly when they were near his four gigantic fuck bed with it drapes closed.

"Are you sure you want to do this?" he finally asked her. "You might not want to know who it is."

"Who was it...OH GODDESS, ASHLEY, WHAT ARE..." Liara screeched when she saw Ashley opening the drapes.

"OH LIARA?," Ashley blubbered out, when she saw Liara sat stark naked with her wet azure gaping wide open, "OH FUCK, What are you doing here?"

"What are you doing here?" asked Liara back.

"I came to see why he hadn't left his apartment..." Ashley groaned. "But what are you doing here?"

"Well, it should be obvious to you. I'm fucking him," Liara blurted out angrily. "And I find Shepard irresistible."

"Well, I never thought you'd act on it..." Ashley trailed off, stepping back away from the bed, "And just how long has this been going on?"

"Only since last night, if you have to know," Liara said, leaning back and proudly thrusting her round, firm breasts out at Ashley. "And how long have you been planning to sneak over here and proposition the Commander? Since the Normandy, isn't it? Or are you just going to a human whore party dressed like that?"

"I would never have guessed," Ashley said, "Not in a million years. And it's none of your business how I'm dressed."

Both former crew-mates turned and looked at Shepard standing by the door. He didn't know what to do as he stood there with his hands at his side, his robe open, and his cock dangling lifelessly between his legs. He had a look of disbelief on his face as he watched the two beauties who held his fate in their hands.

"What are you doing here dressed in those things?" Liara smirked at Ashley, still trying to get her to answer. "You were going to seduce my bestfriend weren't you?"

"I guess we're all guilty," Ashley finally admitted, holding her head in her hands. "Can we all keep this a secret from Kelly?"

"We had planned on that, until you came along," Liara said sarcastically.

"Well, I'm sorry that I disturbed you," Ashley said quietly, slowly stepping toward the door. "I will let you go back to whatever twisted thing that you were doing before I so foolishly interrupted you..."

"You came over here to fuck Shepard didn't you?" Liara said, reaching over and running her fingers down Ashley's tight little ass. "So why don't you stay?"

"My...Liara...you certainly have a foul mouth," Ashley blushed, brushing Liara's hand away from her scantily clad derriere. "Yes...I did come over here to...fuck...fuck...your friend as you so crudely put it...but I hadn't planned on sharing him with his bestfriend."

"So," Liara laughed tensely, moving her hand down to Ashley's long shapely leg and caressing it through the silky hose. "if you were going to seduce my friend if I hadn't been here, just pretend I'm not here...I'll just watch."

"Liara? Weren't you the one with the innocent bones in your body?" Ashley gasped.

"I had a very delicious bone in my body until you interrupted us," Liara giggled wickedly. "Didn't I John?"

"God, Liara. You are a brazen little bitch aren't you?" Ashley said, turning to look at Shepard standing near the door with his big, limp cock dangling between his legs.

"Skipper?" she mumbled, feeling foolish for being taunted by Liara.

"I don't know," he said shaking his head. "This has gotten so far out of hand, I don't really know what's what anymore."

"Look, I don't want Kelly leaving... she's a smart and vindictive bitch, too... none of us can ever tell anyone about it anyway. Right?" Liara leered, "So let's just get it on and let the pieces fall where they might."

"I would still feel funny, you know. Doing it with Shepard while you watched. How kinky can you be?" Ashley blushed.

"Just pretend I'm not here," Liara told her.

"I've never even done it with...with...with another person watching," Ashley said, slowly sitting back down on the bed.

"Would you like for John and I to do it and let you watch us first?" Liara grinned evilly.

"Oh, I don't know," Ashley said, blushing brightly. "This is all so confusing and that sounds so...so depraved."

The whole situation was totally out of hand now, Shepard thought to himself as he watched the two babes. He could see that Liara was wresting all control from them. She was slowly taking charge of the explosive situation.

"Shepard, why don't you take your robe off and come over here so that Ashley can see how beautiful your big penis is," she smiled benevolently.

Butter wouldn't melt in her mouth, he thought to himself, blushing bright red as he slipped his robe off and let it fall to the floor. Then, suddenly feeling like a slave at a Batarian auction, he shuffled over on the left part of the bed.

Stopping before the two women, he stood there letting their eyes feast on his impressive penis.

"See, Ashley?" Liara giggled. "See how pretty it is?"

Ashley didn't speak. She just stared down at Shepard's dangling monster.

"Feel it, Ashley. Take it in your hand and feel how heavy it is," Liara leered at Ashley . "Wouldn't you like to feel it inside your hot little cunt?"

Ashley didn't move.

Smiling maliciously, Liara slowly reached over and took hold of Ashley's hand. Lifting it, she brought it over to her bestfriend's big, pendent prick.

"Sit down between us, Spehard," she mewed. "Ashley wants to make you hard again. Don't you, Ash?"

Slowly, like a husk, Shepard sat down between them.

"Make him hard,Ash," Liara smiled, pulling her bestfriend's face to hers and kissing him long and deep.

Gasping for air, Shepard felt Liara's tongue probing his mouth as Ashley's hand lay lifelessly against his cock.

But even without any assistance from Ash, his cock began to swell and harden all on its own.

Ashley couldn't believe this was happening. She couldn't believe what she was doing as she stared down at the Commander's giant penis slowly hardening right before her eyes.

Finally, she gave it a tentative squeeze and felt it immediately respond by surging and growing harder. Growing braver, she wrapped her hand around his growing manhood and gently began to stroke it. As she did, she felt his wicked prick swelling harder and harder. Watching it in awe, she was amazed to see it growing larger and larger, so fast. It seemed like only seconds ago it had been soft and limp but now it stood before her, proud and hard, ready to do its dirty deed.

Looking up from the jutting monstrosity, she saw Liara's and Shepard's lips finally part. She could hear their heavy breathing, huffing and puffing like they had just run a hundred meter dash as they stared into each other's eyes like she wasn't even there.

"Goddess, John, you're making me all wet and sticky inside," Liara panted, looking down at her bestfriend's bloated cock. "And Ashley made you all big and hard again. Didn't you?"

Ashley didn't know what to say, looking away from her former rival's mocking leer.

Then she found her eyes sneaking down to Liara's azure. Her cockslot was indeed wet and oozing a little stream of juice down onto the bed.

This can't be happening, she told herself, as she felt a tremor of excitement shoot through her own pussy. She was having bizarre reaction to the situation.

She had come over to seduce Shepard, but now, now she found herself strangely attracted to Liara. She had never felt such an attraction toward another woman, especially an asari, before.

Sure, she found Shepard's bloated prick exciting and knew that it would feel wonderful inside of her, but now she had an almost uncontrollable urge to touch Liara's dripping little gash. Touch it and kiss it. Kiss it and taste the juices flowing from it. What was coming over her, she asked herself, as she stared down at the glistening folds of soft, blue, dew-covered flesh? She had never felt this way toward any other girl. Dizzied by her newfound attraction to Liara, Ashley suddenly became aware that her own juices had started to flow and now she was all wet and sticky down between her legs too.

"I don't know if I can share John with you," Liara gurgled.

"Huh?" Ashley mumbled, shaken from her reverie by Liara's voice.

"I said, I don't know if I want to share Shepard's cock with you," Liara repeated, reaching down and wrapping her hand around her bestfriend's big, fat cock just above Ashley's hand.

"It is a beautiful cock," Ashley said, squeezing Shepard's cock and watching a big drop of prefuck juice dribble out the tiny hole in the center of its big, bloated head.

Marveling at Liara's audacity, she watched her dip the tip of her finger into the glistening drop of jizm and spread the slippery sap over the big purple ball of hardened flesh.

"I've changed my mind, Ash," Liara suddenly blurted out, grabbing her by the hand and tugging her to the center of the bed. "I'm going to let Shepard fuck you first."

Ashley blushed deeply as she felt herself being forced down onto her back. Then after a flurry of movement, she found herself with her head in Liara's lap staring up at Shepard standing at her feet.

Suddenly Liara reached down and unhooked Ashley's bra. Spreading it apart, she took Ashley's firm, conical breasts in her hands, squeezing and fondling them as Ashley stared down at Shepard. He was just standing there smiling down at her with his raging erection pointing up at the ceiling.

Still hesitant, but knowing what was about to happen, she unconsciously held her legs pressed tightly together.

"Do you want to do this?" Shepard asked her, letting his hand drop to her foot.

She didn't say a word, but finally she nodded her head up and down almost imperceptibly.

With her eyes on the bobbing monstrosity jutting up out of Shepard's groin, she felt him take her by the ankles.

She felt him applying outward pressure as he tried to spread her legs apart. She resisted for a moment, but then gave in.

Shepard felt the momentary resistance suddenly dissolve as he forced her long, shapely legs wider and wider apart. As her legs opened, he saw her fleshy pit slowly peek out from its trimmed nest. Smiling, he could see that her readiness was already oozing out of the fleshy gash.

This wasn't the way that Ashley had planned it, but it was just as good, maybe better, she thought as she watched Shepard crawl onto the bed.

Legs wide apart, totally exposed and vulnerable, Ashley watched on with a touch of apprehension as Shepard crawled up between her legs. Then suddenly, he was standing over her on his hands and knees, his inflamed cock waving above her waiting womanhood.

This was something she had dreamed of ever since Kelly said she had hooked up with him, she thought, as she watched him ease his hips down and let his big cock nestle down between the soft, fleshy lips of her sopping slit. Well, she hadn't dreamed it would happen exactly this way, but this was even more exciting.

Moving his hips forward, Shepard pushed his cock at her, probing for the opening to her secret place. Missing it on the first try, he backed away and tried again, but still didn't find the waiting gash of slippery flesh. Then, as he drew back for the third try, he felt Ashley's soft, hot fingers take hold of his throbbing cock and guide it down into the seething heat of her vagina.

As he felt the hot wetness of her cunt envelop his cockhead, he grunted and thrust the rest of his big, hard cock into Ashley's steaming socket.

"Ohhhh, myyyy," Ashley moaned, as she felt his penis slice down into the aching core of her slippery slit. "Your cock is so big."

With his hands resting by Ashley's shoulders, Shepard was staring directly into Liara's beautiful, blue tits. Leaning forward just a bit, he was able to suck a diamond-hard, bulging nipple into his mouth.

Still sucking on Liara's soft, succulent breast, Shepard began to fuck Ashley with long, lazy strokes, driving his cock down into her hot cunt all the way to its hilt every time.

Feeling her bestfriend's hot, wet mouth pulling and tugging on her sensitive nipple, Liara thrust her breast into his face while she roughly squeezed Ashley's ripe melons. Delighting in the feel of the soft, squishy breast flesh in her hands, she boldly tweaked Ashley's puffy, fat nipples with her fingers.

Looking up at the wicked scene being played out above her, Ashley reveled in the feel of Shepard's giant cock sliding in and out of her slavering cunt.

Pulling and pinching Liara's turgid nipple between his lips, Shepard kept rocking his hips back and forth, sending his thick, hard prick sliding in and out of Ashley's deep wet gash.

As the Commander deliberately fucked her, Ashley felt her head begin to slowly slide down between Liara's hard, firm thighs.

As Liara slowly spread her thighs apart, she smiled down at Ashley with a wicked leer on her lips. As Ashley's head touched the bed, Liara raised her hips up until her slick little mound was hovering just above Ashley's mouth.

Reaching up, Ashley guided the glistening wetness of the asari's lovely blue furrow down to her mouth. Arching her neck, she hungrily attacked the soft, slippery gash with her mouth and tongue.

Probing the wet softness, Ashley heard Liara gasp and felt her jump as her tongue found Liara's protruding little marbled clitoris.

"OH, Ash, that feels so good," Liara mumbled, reveling in the feel of the rough tongue flicking back and forth across her tingling clitoris.

Reveling in the wicked novelty, Ashley moved away from Liara's bulging clitoris and sucked as much of her soft, fleshy vaginal lips into her mouth as she could. Sucking and nibbling on the succulent, bloated lips, she ran her tongue up and down the dripping furrow of Liara's cunt, searching for the opening to her hidden secrecy. Finally she felt her tongue ease down into the hot, wet hole. Forcing her tongue up into the hot wetness of Liara's ripe little slit, she tongue-fucked the asari, causing her to cry out with pleasure once again.

Tonguing Liara, Ashley moved her hands up to her flushed, perfect breasts, where she found Shepard's mouth still glued to one of the pointed, purple mountains. Taking the other one in both of her hands, she began to squeeze and mash it roughly, letting her fingers twist and twirl the hard rubbery nipple.

With her hands busy with Liara's breast and her mouth busily working on the asari's pussy, Ashley realized she was staring up at Liara's tight little anus. Dragging her juice-drenched tongue out of Liara's tight little cunt, she found the hard, bulging roundness of her clitoris with her tongue. As she teased Liara's clitoris, Ashley watched the tense little prune clench and tighten every time she flicked her tongue across the slut's clitoris.

"Goddess, Ash," Liara groaned, "I'm going to come in your mouth if you keep that up."

While Ashley eagerly lapped at Liara's pouting clit, Shepard shifted his ass into a higher gear drilling Ashley's hungry pussy faster and faster.

Being battered by Shepard's massive cock, Ashley drove Liara toward a climax with her tongue. But even as she urged Liara toward the finish line, Ash felt the tingling onset of her own orgasm. Then, as she slipped closer and closer to the dark, pleasure-filled abyss, she felt Shepard's giant cock balloon out.

Ashley could feel Shepard thrusting deeper and deeper into her pulpy cunt as she frantically squeezed and mashed Liara's sapphire mammaries. Her tongue viciously slashed back and forth across the asari's throbbing clit, trying to bring her to the point of no return.

Suddenly, Ashley heard Liara gasp as she shoved her cunt down on Ashley's hungry mouth. She listened to Liara jabbering mindless gibberish as the girl's gushing pussy bounced and flitted all over her face, cloaking it with the juices flowing from her climaxing pussy.

Then, as if triggered by Liara's noisy outburst, Shepard's big cock bulged out and began to spew its hot sap deep into Ashley's gulping cunt.

Ashley felt like a geyser had erupted inside her as Shepard's penis filled her pussy with his hot cream.

Then, deep inside of her own pussy, she felt the sparks erupt into a full-blown conflagration of pleasure. As she orgasmed around the huge, exploding cock buried deep inside her, she could hear Shepard grunting and groaning out his own gratification.

Ashley gloated in the pure animalistic satisfaction that was coursing through her body as she thrust herself back at him.

All three bodies met and were welded together by the searing heat pouring from where they touched. The wicked sounds of their depraved debacle echoed off the walls of the bedroom as their mouths spewed out lewd obscenities.

The cacophony of sounds grew fainter and fainter as they writhed through the pleasurable anguish until one by one, they collapsed.

They all lay motionless for several minutes as they caught their breath.

"Wasn't it great?" Liara finally asked Ashley as she lifted her head and rested it on her hand. "Doesn't John have a wonderful cock?"

"Yes, he does," Ashley smiled back at her as Shepard's rapidly shrinking penis was slithering out of her cum-coated cunt.

"If you two don't wear it out," Shepard grunted, backing away from Ashley.

Then as his cock slipped out of her, a gush of cum came pouring out after it.

"I don't think you can wear a cock out," Liara giggled. "Do you, Ashley?"

"I don't think so. Especially one as big as this one," Ashley mewed, scooting down toward the object of their conversation.

Lifting the thick, bloated cock in her hand, she smiled and ran her tongue around her lips.

"It looks good enough to eat. Don't you think, Liara?"

"Yes, I do," Liara said, slowly moving down by Ashley. "It's fun to tease it and make it come in your mouth, too."

"I'm sure it is," Ashley grinned, flicking her tongue out and running it down Shepard's cum-cloaked cock.

"Would you like John to cum in your mouth?"

"If he has any left," Ashley smiled, kissing Shepard's bloated, purple cockhead, "after that last explosion."

"Oh, he can always make more," Liara gurgled. "Can't you, baby?"

"I don't know," he groaned, "but I'll try. Just for the two of you. But take it easy on him for a little bit. He's still a little touchy."

The ladies began exploring his flaccid prick with soft, gentle touches.

Basking in their attention, he smiled to himself, turning from one side to the other to admire the two fleshy cunts that were only inches from his face.

Soon, he felt his cock begin to stir as the dick-crazed sluts lovingly coaxed life back into it.

Not content to remain idle, Shepard reached over to Liara and gently rolled her over onto her side with her stomach facing him. Taking one long, lovely leg, he lifted it enough to slide his face down between her legs. Now her beautiful little cunt was brushing up against his lips. Easing his tongue out, he began to worry and tease her clit. As he toyed with the slippery, little knob, he could feel the hot wetness of their mouths on his growing manhood. Reveling in the feel of their sucking mouths and tickling tongues, he could feel them licking and lapping on his cock from his balls to its big throbbing head.

As he teased Liara's spit-polished clitoris with his tongue, he could feel her gently humping her azure into his face. He could feel her excitement growing as his penis ripened and grew under their loving care.

Unbelievably, he was beginning to distinguish the subtle differences of each woman's mouth as they lapped and sucked on his cock. Just as he was consuming her lovely cunt, Liara was sucking on him, sliding her mouth up and down his big, thick cock in time with his lapping tongue.

Wishing that he could keep it up and bring her to another orgasm, he didn't want Ashley to feel left out either. Reluctantly, he finally eased his head out from between Liara's legs and turned to face Ash's soft, rounded, hair-capped mons.

Reaching down between Ashley's long, shapely legs, he quickly spread them and looked between them. Staring down at the fleshy slit, he saw that his semen was still oozing out of the meaty gash. Exploring with his hand, he probed the soft, mushy lips until he found the round hardness of her clit.

Roughly attacking the slippery marble, he felt Ashley wrest control of his swollen penis away from Liara. Now as he fingered Ashley's ripe, bulging clitoris, she attacked his cock with a vengeance.

Thrusting herself onto Shepard's hungry fingers, Ashley sucked his cock into her mouth. Gnawing and sucking on the column of stiff, hard cock, she felt herself being whisked along toward the inevitable.

As he assaulted Ashley's wiggley clit, he could feel Liara's hot, wet snatch pattering against the back of his free hand. Wanting to please them both, he went back to orally assaulting her sweet cream-filled crevice while finger-fucking Ashley's. As he worked on one clit, the other pussy continued to hump against him.

Now both women were humping themselves up against him as he alternately assaulted one clit and then the other. Flicking and licking the lovely little buttons, he could feel the sluts change on his cock every time he changed his attention from clit to clit. But now it was the one who wasn't being worked who was sucking on him, leaving the other one to totally concentrate on the pleasure pouring up from their pussies. The lurching hips of the two were moving faster and faster as he alternated between them.

As he continued to work back and forth, the two mouths grew more and more insistent on his fully-hardened cock. Strangely, he found himself rapidly conceding to the intermittent sucking pressure on his cock. He had come only minutes before, but the wickedness of what they were doing was bringing his cum to a boil.

Feeling that Ashley was the nearest to finishing, he concentrated on her, savagely attacking her clit and manhandling the little ball of nerves mercilessly. He could feel the little ball quiver and jerk with excitement as she humped her way toward orgasm.

Ashley couldn't believe it. It was coming on her so fast. Then, abruptly she was there. As the ball of pure pleasure exploded inside her hot, throbbing cunt, she slapped her legs together, trapping Shepard's hand between them, as she roughly ground her pubis into his palm. She felt like someone had shoved an electric wire up her pussy as the jolts of pure pleasure shot up her spine and erupted in her brain. She reveled in the exquisite, but short-lived joy that was over within seconds.

Gasping for breath, Ashley realized that she still held Shepard's appendage trapped between her legs. Groaning, she lifted one leg and freed Shepard, who immediately turned and attacked Liara's waiting womanhood.

Quickly fastening his lips down around Liara's tiny clitoris, he began to tease and torment it.

Thrilled by watching her bestfriend bring Ashley to a climax, it took only seconds of her bestfriend's attention to bring her to fulfillment.

Then, just as had been with Ashley, Shepard found himself trapped between Liara's legs. He could feel the contractions of her orgasm spasming through her body as he kept his mouth locked around her womanhood. Teasing and tickling Liara's little joy-button, he let her grovel through her orgasmic convulsion.

Basking in the fuzzy afterglow of her orgasm, Ashley groggily watched Liara disintegrate into a pile of quivering flesh as her bestfriend consumed her azure.

Poor Shepard, she thought. He took care of us, and he's still hard and ready. We've been so carried away by our own pleasure, we've forgotten all about him.

Seeking to remedy that situation, she quickly leaned over and sucked him into her mouth. Sucking as hard as she could, she scraped her tongue around the giant cockhead again and again until she felt his cock bulging out, threatening to explode any second. Sensing that he wouldn't last much longer, Ashley pushed her mouth down on him as hard as she could, forcing his big cockhead up against the opening of her throat and then popping up into her throat.

Fighting back a gag and finding the giant cock blocking all air from her lung, she held him buried in her throat. Quickly, she began to swallow, letting throat muscles jack him off as she waited for the imminent explosion of thick, creamy semen into her throat.

At last, a growl escaped Shepard's mouth as she felt a torrent of creamy cum rip up out of his cock and gush out into her throat. She could hear Shepard whimpering out his pleasure as his cock bucked over and over again, sending gusher after gusher of thick, hot semen into her throat.

Fighting against the urge to breathe, she thought he would never stop shooting off. Finally, with one final quiver, his cock stopped spitting out its toxic load and she quickly jerked her head up. Gasping for breath, she let his shrinking cock pop out of her throat and mouth. She quickly drew in several deep breaths of wonderful air into her oxygen-starved lungs. This need satisfied, she gently nibbled and toyed with his cockhead, lovingly sucking every last drop of his cum out of it before she stopped.

"You women are going to kill me- again," Shepard finally gasped, when he could talk. "I need to take a nap."

"I think he deserves a break after that," Ashley grinned. "Don't you?"

"I think so," Liara yawned. "I could use one, too."

Both ladies snuggled up against him and within moments all of them were asleep...


End file.
